S-4

As filed with the Securities and Exchange Commission on May 6, 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

LifePoint Hospitals Inc.

(Exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class of	Amount to be	Offering	Aggregate	Amount of
Securities to be Registered	Registered	Price per Note	Offering Price(1)	Registration Fee
6.625% Senior Notes due 2020	$400,000,000	100%	$400,000,000	$46,440
Guarantees of 6.625% Senior Secured Notes due 2020(2)	N/A		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 of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrant Guarantors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SUBJECT TO COMPLETION, DATED May 6, 2011

PRELIMINARY PROSPECTUS

$400,000,000

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

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

The Exchange Offer

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

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

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

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

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

The Exchange Notes

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

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

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

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

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

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

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

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

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

The date of this prospectus is       , 2011.

TABLE OF CONTENTS

Market and Industry Data	ii
Trademarks, Trade Names and Service Marks	ii
Forward-Looking Statements	ii
Summary	1
Use of Proceeds	30
Ratio of Earnings to Fixed Charges	31
Capitalization	32
Description of Other Indebtedness	35
The Exchange Offer	38
Description of the Exchange Notes	48
Certain U.S. Federal Income Tax Considerations	93
Plan of Distribution	98
Legal Matters	99
Experts	99
Where You Can Find More Information; Incorporation By Reference	99
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-3.54
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-3.111
EX-3.112
EX-3.113
EX-3.114
EX-3.115
EX-3.116
EX-3.117
EX-3.118
EX-3.119
EX-3.120
EX-3.121
EX-3.122
EX-3.123
EX-3.124
EX-3.125
EX-3.126
EX-3.127
EX-3.128
EX-3.129
EX-3.130
EX-3.131
EX-3.132
EX-3.133
EX-3.134
EX-3.135
EX-3.136
EX-3.137
EX-3.138
EX-3.139
EX-3.140
EX-3.141
EX-3.142
EX-3.143
EX-3.144
EX-3.145
EX-3.146
EX-3.147
EX-3.148
EX-3.149
EX-3.150
EX-3.151
EX-3.152
EX-3.153
EX-3.154
EX-3.155
EX-3.156
EX-3.157
EX-3.158
EX-3.159
EX-3.160
EX-3.161
EX-3.162
EX-3.163
EX-3.164
EX-3.165
EX-3.166
EX-3.167
EX-3.168
EX-3.169
EX-3.170
EX-3.171
EX-3.172
EX-3.173
EX-3.174
EX-3.175
EX-3.176
EX-3.177
EX-3.178
EX-3.179
EX-3.180
EX-3.181
EX-3.182
EX-3.183
EX-3.184
EX-3.185
EX-3.186
EX-3.187
EX-3.188
EX-3.189
EX-3.190
EX-3.191
EX-3.192
EX-3.193
EX-3.194
EX-3.195
EX-3.196
EX-3.197
EX-3.198
EX-3.199
EX-3.200
EX-3.201
EX-3.202
EX-3.203
EX-3.204
ex-3.205
EX-3.206
EX-3.207
EX-3.208
ex-3.209
EX-3.210
EX-3.211
EX-3.212
EX-3.213
EX-3.214
EX-3.215
EX-3.216
EX-3.217
EX-3.218
EX-3.219
EX-3.220
EX-3.221
EX-3.222
EX-3.223
EX-3.224
EX-3.225
EX-3.226
EX-3.227
EX-3.228
EX-3.229
EX-3.230
EX-3.231
EX-3.232
EX-3.233
EX-3.234
EX-3.235
EX-3.236
EX-3.237
EX-3.238
EX-3.239
EX-3.240
EX-3.241
EX-3.242
EX-3.243
EX-3.244
EX-3.245
EX-3.246
EX-3.247
EX-3.248
EX-3.249
EX-3.250
EX-3.251
EX-3.252
EX-3.253
EX-3.254
EX-3.255
EX-3.256
EX-3.257
EX-3.258
EX-3.259
EX-3.260
EX-3.261
EX-3.262
EX-3.263
EX-3.264
EX-3.265
EX-3.266
EX-3.267
EX-3.268
EX-3.269
ex-3.270
EX-5.1
EX-12.1
EX-21.1
EX-23.1
EX-25.1
EX-99.1
EX-99.2
EX-99.3
EX-99.4

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

MARKET AND INDUSTRY DATA

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

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

• future financial performance and condition;

• future liquidity and capital resources;

• future cash flows;

• existing and future debt and equity structure;

• our strategic goals;

• future acquisitions;

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

• costs of providing care to our patients;

• changes in interest rates;

• our compliance with new and existing laws and regulations;

• the impact of national healthcare reform;

• the performance of counterparties to our agreements;

• effect of credit ratings;

• professional fees;

• increased costs of salaries and benefits;

• industry and general economic trends;

• reimbursement changes;

• patient volumes and related revenues;

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

• the impact of changes in our critical accounting estimates;

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

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

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

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

 

SUMMARY

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

Our Company

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

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

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

Industry Overview

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

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

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

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

1

 

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

Operating Philosophy

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

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

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

• develop and provide a positive work environment for employees;

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

• improve each hospital’s financial performance.

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

Business Strategy

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

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

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

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

2

 

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

Additional Information

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

3

 

The Exchange Offer

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

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

4

 

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

5

 

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

6

 

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

7

 

The Exchange Notes

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

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

8

 

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

9

 

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

10

 

Summary Consolidated Historical Financial Data

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

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

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

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

11

 

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

12

RISK FACTORS

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

Risks relating to our business

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

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

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

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

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

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

13

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

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

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

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

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

14

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

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

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

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

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

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

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

15

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

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

Controls designed to reduce inpatient services may reduce our revenues.

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

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

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

16

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

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

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

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

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

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

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

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

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

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

17

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

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

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

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

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

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

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

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

18

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

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

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

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

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

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

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

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

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

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

19

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

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

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

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

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

We may have difficulty acquiring hospitals on favorable terms.

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

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

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

20

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

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

We may encounter difficulty operating and integrating acquired hospitals.

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

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

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

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

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

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

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

21

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

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

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

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

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

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

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

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

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

22

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

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

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

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

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

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

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

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

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

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

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

• incur or guarantee additional debt or extend credit;

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

• other debt;

23

• make other restricted payments, including investments;

• dispose of assets;

• engage in transactions with affiliates;

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

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

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

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

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

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

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

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

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

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

24

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

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

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

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

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

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

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

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

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

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

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

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

• changes in financial estimates and recommendations by securities analysts;

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

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

• changes in overall economic factors in our markets;

25

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

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

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

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

Risks relating to the notes

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

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

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

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

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

26

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

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

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

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

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

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

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

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

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

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

27

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

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

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

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

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

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

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

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

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

28

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

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

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

Risks relating to the exchange offer

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

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

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

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

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

29

USE OF PROCEEDS

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

30

RATIO OF EARNINGS TO FIXED CHARGES

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

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

31

CAPITALIZATION

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

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

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

32

SELECTED CONSOLIDATED FINANCIAL DATA

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

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

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

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

33

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

34

DESCRIPTION OF OTHER INDEBTEDNESS

Credit Agreement

     Terms

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

     Letters of Credit and Availability

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

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

     Interest Rates

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

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

     Covenants

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

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

35

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

Interest Rate Swap

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

3.5% Convertible Senior Subordinated Notes due 2014

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

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

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

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

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

3.25% Convertible Senior Subordinated Debentures due August 15, 2025

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

36

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

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

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

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

37

THE EXCHANGE OFFER

General

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

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

Purpose and Effect of the Exchange Offer

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

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

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

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

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

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

38

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

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

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

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

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

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

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

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

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

     Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus, as required by law, in connection with any resale of such exchange notes. See “Plan of Distribution.”

Resale of Exchange Notes

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

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

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

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

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

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

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

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

39

     This prospectus may be used for an offer to resell, or for the resale or other transfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

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

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

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

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

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

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

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

40

Expiration Date, Extensions and Amendments

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

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

     We reserve the right, in our sole discretion:

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

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

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

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

Conditions to the Exchange Offer

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

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

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

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

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

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

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

41

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

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

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

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

Procedures for Tendering Outstanding Notes

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

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

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

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

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

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

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

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

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

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

42

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

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

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

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

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

• for the account of an eligible guarantor institution.

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

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

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

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

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

• we may enforce that agreement against such participant.

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

Acceptance of Exchange Notes

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

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

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

43

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

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

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

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

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

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

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

Book-Entry Delivery Procedures

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

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

44

Guaranteed Delivery Procedures

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

• the tender is made through an eligible guarantor institution;

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

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

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

Withdrawal Rights

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

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

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

     Any notice of withdrawal must:

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

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

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

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

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

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

45

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

Exchange Agent

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

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

(if by mail, registered or certified recommended)

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

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

Fees and Expenses

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

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

46

Accounting Treatment

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

Transfer Taxes

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

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

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

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

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

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

Consequences of Failure to Exchange

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

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

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

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

Other

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

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

47

DESCRIPTION OF THE EXCHANGE NOTES

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

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

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

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

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

Brief Description of the Notes and the Guarantees

The notes

     The notes:

• are senior unsecured obligations of LifePoint;

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

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

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

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

The guarantees

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

     Each guarantee of the notes:

• is a senior unsecured obligation of the Guarantor;

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

48

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

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

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

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

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

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

Principal, Maturity and Interest

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

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

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

Methods of Receiving Payments on the Notes

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

49

Paying Agent and Registrar for the Notes

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

Transfer and Exchange

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

Subsidiary Guarantees

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

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

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

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

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

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

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

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

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

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

50

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

Optional Redemption

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

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

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

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

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

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

Mandatory Redemption

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

Repurchase at the Option of Holders

     Change of control

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

51

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

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

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

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

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

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

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

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

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

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

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

52

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

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

     Asset Sales

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

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

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

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

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

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

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

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

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

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

     (3) to make a capital expenditure;

     (4) to acquire Replacement Assets; or

53

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

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

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

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

     Selection and notice

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

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

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

54

Certain Covenants

     Covenant Suspension

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

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

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

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

55

     Limitation on Secured Indebtedness

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

     Restricted Payments

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

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

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

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

     (4) make any Restricted Investment

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

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

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

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

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

56

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

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

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

     The preceding provisions will not prohibit:

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

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

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

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

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

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

57

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

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

     (9) payments in lieu of fractional shares;

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

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

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

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

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

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

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

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

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

     Incurrence of Indebtedness and Issuance of Preferred Stock

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

58

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

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

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

     (2) Existing Indebtedness;

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

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

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

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

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

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

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

59

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

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

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

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

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

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

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

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

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

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

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

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

60

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

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

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

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

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

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

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

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

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

     Liens

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

61

     Dividend and other Payment Restrictions Affecting Restricted Subsidiaries

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

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

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

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

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

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

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

     (3) applicable law;

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

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

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

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

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

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

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

62

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

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

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

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

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

     Limitation on Sale and Leaseback Transactions

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

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

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

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

     Merger, Consolidation or Sale of Assets

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

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

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

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

63

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

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

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

     Designation of Restricted and Unrestricted Subsidiaries

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

     Transactions with Affiliates

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

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

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

64

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

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

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

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

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

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

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

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

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

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

     (10) pledges of Equity Interests of Unrestricted Subsidiaries;

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

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

     Additional Subsidiary Guarantees

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

     Reports

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

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

65

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

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

Events of Default and Remedies

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

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

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

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

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

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

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

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

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

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

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

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

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

66

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

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

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

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

No Personal Liability of Directors, Officers, Employees and Stockholders

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

Legal Defeasance and Covenant Defeasance

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

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

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

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

     (4) the Legal Defeasance provisions of the indenture.

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

     In order to exercise either Legal Defeasance or Covenant Defeasance:

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

67

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

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

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

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

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

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

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

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

Amendment, Supplement and Waiver

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

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

68

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

69

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

Satisfaction and Discharge

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

     (1) either:

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

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

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

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

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

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

Concerning the Trustee

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

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

70

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

Certain Definitions

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

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

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

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

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

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

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

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

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

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

     “Asset Sale” means:

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

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

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

71

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

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

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

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

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

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

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

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

     (9) any Asset Swap;

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

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

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

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

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

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

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

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

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

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

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

72

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

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

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

     “Board of Directors” means:

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

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

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

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

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

     “Capital Stock” means:

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

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

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

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

     “Cash Equivalents” means:

     (1) United States dollars;

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

73

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

74

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

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

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

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

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

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

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

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

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

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

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

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

75

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

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

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

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

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

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

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

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

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

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

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

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

76

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

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

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

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

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

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

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

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

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

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

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

77

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

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

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

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

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

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

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

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

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

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

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

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

78

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

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

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

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

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

     “Government Securities” means securities that are:

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

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

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

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

     “Guarantors” means each of:

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

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

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

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

79

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

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

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

     (1) in respect of borrowed money;

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

     (3) in respect of banker’s acceptances;

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

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

     (6) representing any Hedging Obligations,

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

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

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

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

80

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

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

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

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

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

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

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

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

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

81

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

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

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

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

     “Permitted Investments” means:

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

     (2) any Investment in Cash Equivalents;

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

     (a) such Person becomes a Restricted Subsidiary; or

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

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

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

     (6) Hedging Obligations;

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

     (8) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business and Investments to secure participation in government reimbursement programs;

     (9) loans and advances to officers, directors and employees made in the ordinary course of business;

     (10) Investments represented by accounts and notes receivable created or acquired in the ordinary course of business;

     (11) Investments existing on the Issue Date and any renewal or replacement thereof on terms and conditions not materially less favorable than that being renewed or replaced;

     (12) Investments by any qualified or nonqualified benefit plan established by LifePoint or its Restricted Subsidiaries made in accordance with the terms of such plan, or any Investments made by LifePoint or any Restricted Subsidiary in connection with the funding thereof;

     (13) Investments received in settlement of debts or judgments owed to LifePoint or any Restricted Subsidiary, including, without limitation, as a result of foreclosure, perfection or enforcement of any Lien or indebtedness or in connection with any bankruptcy, liquidation, receivership or insolvency proceeding;

82

     (14) Investments in any Subsidiary that constitutes a special purpose entity formed for the primary purpose of issuing trust preferred or similar securities in a transaction permitted by the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covenant;

     (15) Investments deemed to have been made as a result of the acquisition of a Person permitted under clause (3) of this definition to the extent that the aggregate fair market value of such Investments does not exceed 25% of the fair market value of the total consideration paid to acquire such Person;

     (16) Investments by LifePoint or a Restricted Subsidiary in a Securitization Subsidiary in connection with a Qualified Securitization Transaction, which investment consists of a retained interest in transferred Receivables and Related Assets;

     (17) Investments made within 90 days after the date of the commitment to make the Investment, that when such commitment was made would have complied with the terms of the indenture;

     (18) Guarantees issued in accordance with the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (19) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

     (20) Investments in a Permitted Joint Venture, together with all other Investments made by LifePoint or any Restricted Subsidiary pursuant to this clause (20) in an aggregate amount at the time of such Investment not to exceed $35 million outstanding at any one time;

     (21) Investments in any Insurance Subsidiary in an amount which does not at the time made exceed 125% of the minimum amount of capital required under the laws of the jurisdiction in which the Insurance Subsidiary is formed (other than any excess capital that would result in any unfavorable tax or reimbursement impact if distributed), in any self-insurance trust in an amount not to exceed 125% of the aggregate amount of the risk retained by the Insurance Subsidiary, LifePoint or any of its Subsidiaries on an annual basis and any Investment by such Insurance Subsidiary or self-insurance trust which is a legal investment for an insurance company under the laws of the jurisdiction in which the Insurance Subsidiary is formed or for a self-insurance trust under the applicable laws;

     (22) Investments consisting of Physician Support Obligations made by LifePoint or any Restricted Subsidiary; and

     (23) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other outstanding Investments made pursuant to this clause (23), not to exceed the greater of $250 million and 5% of Total Assets in the aggregate at any one time outstanding.

     “Permitted Joint Venture” means, with respect to any Person, (1) any corporation, association, or other business entity (other than a partnership) of which 50% or less of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof and (2) any partnership, joint venture, limited liability company or similar entity of which 50% or less of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Restricted Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise.

     “Permitted Liens” means:

     (1) Liens in favor of LifePoint or its Restricted Subsidiaries;

83

     (2) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with LifePoint or any Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with LifePoint or the Restricted Subsidiary;

     (3) Liens on property existing at the time of acquisition of the property by LifePoint or any Restricted Subsidiary, provided that such Liens were in existence prior to the contemplation of such acquisition;

     (4) Liens to secure Indebtedness (including, without limitation, Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with such Indebtedness;

     (5) Liens existing on the Issue Date;

     (6) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

     (7) Liens securing any Hedging Obligations of LifePoint or any Restricted Subsidiary;

     (8) Liens securing any Indebtedness otherwise permitted to be incurred under the indenture, the proceeds of which are used to refinance Indebtedness of LifePoint or any Restricted Subsidiary, provided that such Liens extend to or cover only the assets secured by the Indebtedness being refinanced;

     (9) Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary, provided that such Liens were not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary;

     (10) statutory Liens and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if LifePoint or any applicable Restricted Subsidiaries shall have made any reserves or other appropriate provision required by GAAP;

     (11) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance, return-of-money bonds, participation in government reimbursement programs and other similar obligations;

     (12) judgment Liens not giving rise to an Event of Default, so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

     (13) easements, rights-of-way, zoning restrictions and other similar charges or encumbrances in respect of real property not interfering in any material respect with the conduct of the business of LifePoint or any of its Restricted Subsidiaries;

     (14) any interest or title of a lessor in assets or property subject to Capital Lease Obligations or an operating lease of LifePoint or any Restricted Subsidiary;

     (15) Liens incurred in connection with a financing involving the sale or other disposition of accounts receivable and related assets (including, without limitation, in connection with a securitization or similar financing);

     (16) leases or subleases granted to others not interfering with the ordinary conduct of the business of LifePoint or any of the Restricted Subsidiaries;

84

     (17) bankers’ liens with respect to the right of set-off arising in the ordinary course of business against amounts maintained in bank accounts or certificates of deposit in the name of LifePoint or any Restricted Subsidiary;

     (18) the interest of any issuer of a letter of credit in any cash or Cash Equivalents deposited with or for the benefit of such issuer as collateral for such letter of credit; provided that the Indebtedness so collateralized is permitted to be incurred by the terms of the indenture;

     (19) any Lien consisting of a right of first refusal or option to purchase an ownership interest in any Restricted Subsidiary or to purchase assets of LifePoint or any Restricted Subsidiary, which right of first refusal or option is entered into in the ordinary course of business or is otherwise permitted under the indenture;

     (20) any Lien granted to the trustee pursuant to the terms of the indenture and any substantially equivalent Lien granted to the respective trustees under the indentures for other debt securities of LifePoint;

     (21) statutory, contractual or common law Liens of landlords and mortgagees of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or workmen in the ordinary course of business;

     (22) licenses and sublicenses of intellectual property granted to third parties in the ordinary course of business;

     (23) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s Obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

     (24) Liens securing Indebtedness of any Restricted Subsidiary (other than a Guarantor) that was permitted by the terms of this indenture to be incurred, and related Obligations, which Liens encumber only assets of such Restricted Subsidiary;

     (25) Liens securing Indebtedness incurred pursuant to clause (1) or (22) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

     (26) Liens securing any Indebtedness incurred pursuant to the first paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” so long as, after giving effect to such incurrence, the Consolidated Secured Debt Ratio shall be equal to or less than 3.0 to 1 as of the date on which such Lien is incurred;

     (27) Liens with respect to obligations that do not at any one time outstanding exceed the greater of $200 million and 5% of Total Assets; and

     (28) Liens on assets transferred to a Securitization Subsidiary or on assets of a Securitization Subsidiary, in either case, incurred in connection with a Qualified Securitization Transaction.

     “Permitted Refinancing Indebtedness” means any Indebtedness of LifePoint or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of LifePoint or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

     (1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all fees, expenses and premiums incurred in connection therewith);

     (2) such Permitted Refinancing Indebtedness has a final maturity date not earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than, the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, except that, notwithstanding the foregoing, in the case of a refinancing, replacement, defeasance or refunding of the 3.25%

85

Convertible Senior Subordinated Debentures due 2025, such Permitted Refinancing Indebtedness may have a final maturity date and a Weighted Average Life to Maturity of no earlier than one year after the final maturity date and Weighted Average Life to Maturity of the notes;

     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms not materially less favorable to the Holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, except, in the case of the 3.25% Convertible Senior Subordinated Debentures due 2025 and the 3.5% Convertible Senior Subordinated Notes due 2014, as may be permitted under the covenant described above under the caption “—Certain Covenants—Limitation on Restricted Payments”; and

     (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was incurred by LifePoint or a Guarantor, the obligor on the Permitted Refinancing Indebtedness may not be a Restricted Subsidiary that is not a Guarantor.

     “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

     “Physician Support Obligation” means:

     (1) a loan to or on behalf of, or a Guarantee of Indebtedness of or income of, (x) a physician or healthcare professional providing service to patients in the service area of a Hospital operated by LifePoint or any of its Restricted Subsidiaries or (y) any independent practice association or other entity that is majority owned by any Person or group of Persons described in clause (x), in either case made or given by LifePoint or any Restricted Subsidiary of LifePoint:

     (a) in the ordinary course of its business; and

     (b) pursuant to a written agreement having a period not to exceed five years; or

     (2) Guarantees by LifePoint or any Restricted Subsidiary of leases and loans to acquire property (real or personal) for or on behalf of a physician, healthcare professional or any independent practice association or other entity that is majority owned by any Person or group of Persons described in clause (x) above providing service to patients in the service area of a Hospital operated by LifePoint or any of its Restricted Subsidiaries.

     “Principal Property” means each Hospital (excluding personal property, office fixtures and equipment (including data processing equipment, vehicles and equipment used on, or useful with, vehicles)) owned solely by LifePoint and/or one or more of its Subsidiaries and located in the United States of America unless the Board of Directors of LifePoint determines that any such hospital is not material to LifePoint and its Subsidiaries taken as a whole.

     “Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by LifePoint or any Restricted Subsidiary pursuant to which (a) LifePoint or any Restricted Subsidiary may sell, convey or otherwise transfer to a Securitization Subsidiary its interests in Receivables and Related Assets and (b) such Securitization Subsidiary transfers to any other person, or grants a security interest in, such Receivables and Related Assets, pursuant to a transaction which is customarily used to achieve a transfer of financial assets under GAAP.

     “Receivables and Related Assets” means any account receivable (whether now existing or arising thereafter) of LifePoint or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transaction involving accounts receivable.

86

     “Registration Rights Agreement” means the Registration Rights Agreement to be dated September 23, 2010, among LifePoint, the Guarantors identified therein and Barclays Capital Inc., as representative of the several initial purchasers.

     “Replacement Assets” mean properties or assets substantially similar to the assets disposed of in a particular Asset Sale and acquired to replace the properties or assets that were the subject of such Asset Sale or that are otherwise useful in a Permitted Business.

     “Restricted Investment” means an Investment other than a Permitted Investment.

     “Restricted Subsidiary” means any direct or indirect Subsidiary of LifePoint other than an Unrestricted Subsidiary.

     “Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor in contemplation of such leasing.

     “Securitization Subsidiary” means a Subsidiary of LifePoint:

     (1) that is designated a “Securitization Subsidiary” by the board of directors of LifePoint (or a duly authorized committee thereof);

     (2) that does not engage in any activities other than Qualified Securitization Transactions and any activity necessary or incidental thereto;

     (3) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

     (A) is Guaranteed by LifePoint or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse,

     (B) is recourse to or obligates LifePoint or any other Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse, or

     (C) subjects any property or asset of LifePoint or any other Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse;

     (4) with respect to which neither LifePoint nor any other Restricted Subsidiary has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results; and

     (5) with which neither LifePoint nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than on terms no less favorable to LifePoint or such Restricted Subsidiary than those that might be obtained at the time from persons that are not Affiliates of LifePoint, other than Standard Securitization Undertakings and fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity.

Any designation of a Subsidiary as a Securitization Subsidiary shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the board of directors of LifePoint giving effect to the designation and an officers’ certificate certifying that the designation complied with the preceding conditions.

     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

     “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by LifePoint or any Restricted Subsidiary that are reasonably customary in accounts receivable securitization transactions, as the case may be.

87

     “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

     “Subordinated Indebtedness” means any Indebtedness of LifePoint or any Guarantor which is subordinated in right of payment to the notes or any Subsidiary Guarantee, as applicable, pursuant to a written agreement to that effect.

     “Subsidiary” means, with respect to any specified Person, (a) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Restricted Subsidiaries or by such Person and one or more of its Restricted Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

     “Subsidiary Guarantee” means a guarantee of notes pursuant to the indenture.

     “Total Assets” means, as of any date of determination, the total assets of LifePoint and its Restricted Subsidiaries as shown on the balance sheet for the most recently completed quarter for which internal financial statements are available determined in accordance with GAAP.

     “Treasury Rate” means, as of the date the redemption notice is given to holders of the notes, the yield to maturity as of such date (as compiled by and published in the most recent Federal Reserve Statistical Release H. 15(519), which has become publicly available at least two business days prior to the date of the redemption notice for which such computation is being made (or if such Statistical Release is no longer published, as reported in any publicly available source of similar market data)), of United States Treasury securities with a constant maturity most nearly equal to the period from the relevant redemption date to October 1, 2015; provided that, if such period is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if such period is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

     “Unrestricted Subsidiary” means any Subsidiary of LifePoint that is designated by the Board of Directors of LifePoint as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

     (1) has no Indebtedness other than Indebtedness that is without recourse to LifePoint or its Restricted Subsidiaries;

     (2) is not party to any agreement, contract, arrangement or understanding with LifePoint or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to LifePoint or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of LifePoint;

     (3) is a Person with respect to which neither LifePoint nor any of its Restricted Subsidiaries has any (a) continuing direct or indirect obligation to subscribe for additional Equity Interests or (b) direct or indirect obligation to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

     (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of LifePoint or any of its Restricted Subsidiaries.

     In addition, any Subsidiary that constitutes a special purpose entity formed for the primary purpose of financing receivables or for the primary purpose of issuing trust preferred or similar securities in connection with a transaction permitted by the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” shall be, and any Insurance Subsidiary may be, an Unrestricted Subsidiary.

88

     Any designation of a Subsidiary of LifePoint as an Unrestricted Subsidiary after the Issue Date will be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of LifePoint giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of LifePoint as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” LifePoint will be in default of such covenant. The Board of Directors of LifePoint may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

     (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

     (2) the then outstanding principal amount of such Indebtedness.

89

BOOK-ENTRY SETTLEMENT AND CLEARANCE

The Global Notes

     The outstanding notes were initially issued in the form of several registered notes in global form, without interest coupons, as follows:

• notes sold to qualified institutional buyers under Rule 144A were represented by the Rule 144A global note; and

• notes sold in offshore transactions to non-U.S. persons in reliance on Regulation S were represented by the Regulation S global note.

      Upon issuance, each of the outstanding notes were, and each of the exchange notes will be, deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

     Ownership of beneficial interests in each note was, and will be, limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

     Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Exchanges Among the Global Notes

     After consummation of the exchange offer, beneficial interests in one old note may generally be exchanged for interests in another old note and beneficial interest in one new note may generally be exchanged for interest in another new note. Depending on which global note the transfer is being made, the Trustee may require the seller to provide certain written certifications in the form provided in the indenture.

     A beneficial interest in a global note that is transferred to a person who takes delivery through another global note will, upon transfer, become subject to any transfer restrictions and other procedures applicable to beneficial interests in the other global note.

Book-Entry Procedures for the Global Notes

     All interests in the global notes will be subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by DTC and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

     DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

90

• a “clearing corporation” within the meaning of the Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

     DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers, banks and trust companies, clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

     So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

     As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

     Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

     Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

     Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. If the laws of a jurisdiction require that certain persons take physical delivery of securities in definitive form, the ability to transfer beneficial interests in a global note to such persons may be limited. Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a person holding a beneficial interest in a global note to pledge its interest to a person or entity that does not participate in the DTC system, or otherwise take actions in respect of its interest, may be affected by the lack of a physical security.

     DTC has agreed to the above procedures to facilitate transfers of interests in the global notes among participants in DTC. However, DTC is not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing its operations.

Certificated Notes

     Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

91

• DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;

• we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

92

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following is a general discussion of certain U.S. federal income tax consequences to U.S. holders and non-U.S. holders (each, as defined below) of the acquisition, ownership and disposition of the exchange notes acquired pursuant to the Exchange Offer. This discussion is limited to U.S. holders and non-U.S. holders who hold the exchange notes as capital assets (generally, property held for investment).

     This discussion does not address all aspects of U.S. federal income tax that may be important to beneficial owners in light of their particular circumstances or the U.S. federal income tax consequences to beneficial owners subject to special treatment under U.S. federal tax law, including, without limitation, banks and other financial institutions, insurance companies, mutual funds, tax-exempt organizations, retirement plans, expatriates, partnerships or other pass-through entities, broker-dealers, traders in securities or persons holding the exchange notes as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment, U.S. holders (as defined below) whose “functional currency” is not the U.S. dollar, and persons subject to the alternative minimum tax. In addition, this discussion does not address any tax considerations arising under other U.S. federal tax laws (such as estate or gift tax laws), or state, local or non-U.S. tax laws.

     If an entity treated as a partnership for U.S. federal income tax purposes is the beneficial owner of an exchange note, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner of exchange notes that is a partnership for U.S. federal income tax purposes and partners in such a partnership are not included in the discussions pertaining to U.S. holders and non-U.S. holders, below, and should consult their own tax advisors about the U.S. federal income and other tax consequences of acquiring, owning and disposing of the exchange notes.

     The following discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (“Treasury Regulations”) and administrative and judicial interpretations, all as in effect as of the date hereof, and all of which are subject to change, possibly on a retroactive basis, which may materially and adversely affect the tax consequences described herein. There can be no assurance that the IRS could not successfully challenge any of the conclusions set forth below.

     This summary of certain U.S. federal income tax considerations is not intended to be, and should not be construed to be, legal or tax advice to any particular beneficial owner of the exchange notes. Potential investors should consult their own tax advisors as to the U.S. federal income, estate and gift tax consequences to them resulting from their acquisition, ownership or disposition of the exchange notes acquired in the Exchange Offer, as well as the consequences to them arising under the laws of any state, local, non-U.S. or other taxing jurisdiction or any applicable tax treaties, and the possible effect of changes in applicable tax laws.

The Exchange Offer

     The exchange of outstanding notes for exchange notes pursuant to the Exchange Offer will not constitute a taxable event for U.S. federal income tax purposes. As a result:

• a holder will not recognize taxable gain or loss as a result of the exchange of its outstanding notes for exchange notes pursuant to the Exchange Offer;

• the holding period of the exchange notes will include the holding period of the outstanding notes surrendered in exchange therefor; and

• a holder’s adjusted tax basis in the exchange notes will be the same as the holder’s adjusted tax basis in the outstanding notes surrendered therefor.

Effect of Certain Additional Payments

     In certain circumstances (see “Description of the Exchange Notes—Optional Redemption” and “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control”), we may be obligated to pay amounts on the exchange notes that are in excess of stated interest or principal on the exchange notes. These

93

potential payments may implicate the provisions of the Treasury Regulations relating to “contingent payment debt instruments” (the “CPDI Regulations”). One or more contingencies will not cause the exchange notes to be treated as contingent payment debt instruments if, as of the issue date, each such contingency is considered remote or incidental or, in certain circumstances, it is significantly more likely that none of the contingencies will occur. We believe that the potential for additional payments on the exchange notes should not cause the exchange notes to be treated as contingent payment debt instruments under the CPDI Regulations. Our determination is binding on a holder unless such a holder discloses its contrary position in the manner required by applicable Treasury Regulations. However, the Internal Revenue Service (“IRS”) may take a different position, which could require a holder to accrue income on its exchange notes in excess of stated interest and any otherwise applicable original issue discount (“OID”), and to treat any income realized on the taxable disposition of an exchange note as ordinary income rather than capital gain. The remainder of this discussion assumes that the exchange notes will not be treated as contingent payment debt instruments. Investors should consult their own tax advisors regarding the possible application of the contingent payment debt instrument rules to the exchange notes.

Tax Consequences to U.S. Holders

     As used in this discussion, the term “U.S. holder” means a beneficial owner of the exchange notes that is, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it was in existence before August 20, 1996 and has a valid election in effect under applicable Treasury regulations to be treated as a domestic trust.

     Interest on the Exchange Notes

     We expect, and this discussion assumes, that the exchange notes will not be issued with more than a de minimis amount of OID, if any. As such, interest paid on the exchange notes will generally be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the holder’s method of accounting for U.S. federal income tax purposes.

     If, contrary to such expectations, the exchange notes are issued with more than a de minimis amount of OID, a U.S. holder generally will be required to include the OID in gross income (as ordinary income) as it accrues in accordance with the constant yield method, in advance of the receipt of cash attributable to that income (regardless of the U.S. holder’s method of tax accounting).

     The rules regarding OID are complex and the rules above may not apply in all cases. Accordingly, U.S. holders should consult their own tax advisors regarding their application.

     Sale or Other Taxable Disposition of the Exchange Notes

     Upon the sale or other taxable disposition of an exchange note (including a retirement or a redemption), a U.S. holder generally will recognize taxable gain or loss equal to the difference between the amount realized on such disposition and the holder’s adjusted tax basis in the exchange note. For these purposes, the amount realized does not include any amount attributable to accrued but unpaid stated interest, which is treated as ordinary income to the extent not previously included in income. A U.S. holder’s adjusted tax basis in an exchange note will generally be the holder’s cost for the exchange note, increased by OID, if any, such holder has previously included in income.

     Gain or loss realized on the sale or other taxable disposition of an exchange note will generally be capital gain or loss and will be long term capital gain or loss if at the time of such disposition the exchange note has been held

94

for more than one year. Long-term capital gains of non-corporate taxpayers are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to certain limitations.

     Backup Withholding and Information Reporting

     Information returns will be filed with the IRS in connection with interest payments on the exchange notes, accruals of OID (if any), and the proceeds from a sale or other taxable disposition (including a retirement or redemption) of the exchange notes, unless the U.S. holder is an exempt recipient such as a corporation. A U.S. holder will be subject to backup withholding on these amounts at the applicable rate if the U.S. holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding. Backup withholding is not an additional tax and the amount of any backup withholding will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

     Medicare Tax

     For taxable years beginning after December 31, 2012, a U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. holder’s “net investment income” (in the case of individuals) or “undistributed net investment income” (in the case of estates and trusts) for the relevant taxable year and (2) the excess of the U.S. holder’s “modified adjusted gross income” (in the case of individuals) or “adjusted gross income” (in the case of estates and trusts) for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. holder’s net investment income generally will include its interest income on the exchange notes and its net gains from the disposition of the exchange notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). U.S. holders that are individuals, estates or trusts should consult their own tax advisors regarding the applicability of the Medicare tax to their income and gains in respect of the exchange notes.

Tax Consequences to Non-U.S. Holders

     As used herein, the term “non-U.S. holder” means a beneficial owner of the exchange notes that is, for U.S. federal income tax purposes:

• an individual nonresident alien;

• a foreign corporation; or

• a foreign estate or trust.

     Interest on the Exchange Notes

     Subject to the discussion of backup withholding below, payments of interest (which, for purposes of this discussion of non-U.S. holders, includes any OID) on the exchange notes to a non-U.S. holder will generally not be subject to the U.S. federal income tax or withholding tax under the “portfolio interest rule,” provided that:

     (1) the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;

     (2) the non-U.S. holder is not a controlled foreign corporation that is related to us, actually or by attribution;

     (3) the non-U.S. holder is not a bank receiving the interest pursuant to a loan agreement entered into in the ordinary course of its trade or business;

     (4) such payments are not “effectively connected” with a trade or business of the non-U.S. holder conducted in the United States; and

95

     (5) either:

     (a) the non-U.S. holder certifies under penalties of perjury on IRS Form W-8 BEN or a suitable substitute form that it is not a “U.S. person” as defined in the Code, and provides its name and address, and taxpayer identification number, if any; or

     (b) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the exchange notes certifies under penalties of perjury that such statement has been received from the non-U.S. holder and furnishes a copy thereof.

     Interest that does not qualify for the portfolio interest rule and that is not effectively connected income will generally be subject to withholding tax at a rate of 30% unless a non-U.S. holder is entitled to a reduced rate of withholding tax or an exemption from U.S. withholding tax under an applicable income tax treaty and provides a properly executed IRS Form W-8BEN or a suitable substitute form, certifying its entitlement to such reduction or exemption.

     If the interest accrued on an exchange note is “effectively connected” with a trade or business of a non-U.S. holder conducted in the United States, the non-U.S. holder can obtain an exemption from withholding tax by providing a properly completed IRS Form W-8ECI or a suitable substitute form prior to the payment of interest. Payments of interest on an exchange note exempt from the withholding tax as effectively connected income nevertheless may be subject to net income tax in generally the same manner as those of a U.S. holder. In addition, if such non-U.S. holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States.

     Sale or Other Taxable Disposition of the Exchange Notes

     Except as described below under “Backup Withholding and Information Reporting,” a non-U.S. holder generally will not be subject to U.S. federal income tax or withholding tax with respect to gain realized on a sale or other taxable disposition of an exchange note (including a retirement or redemption) unless (1) in the case of an individual, the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case such recognized gain (net of certain U.S. source losses) would be subject to United States federal income tax at a 30% rate (or lower applicable treaty rate) or (2) such gain is “effectively connected” with a trade or business of the non-U.S. holder conducted in the United States (and, if certain treaties apply, is attributable to a U.S. permanent establishment maintained by the non-U.S. holder). Effectively connected gain will generally be subject to net income tax as if the non-U.S. holder were a U.S. holder. In addition, if such non-U.S. holder is a foreign corporation, it may be subject to the branch profits tax described above).

     Backup Withholding and Information Reporting

     We must report annually to the IRS and to each non-U.S. holder the amount of interest paid to that holder and the tax, if any, withheld from those payments. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of the information returns reporting those payments and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

     Backup withholding and additional information reporting will generally not apply to payments of interest on the exchange notes made by us or our paying agent to a non-U.S. holder if the certification described in clause (5) under “Interest on the Exchange Notes” above is received.

     Backup withholding and information reporting generally will not apply to payments of proceeds from the sale or other taxable disposition (including a retirement or redemption) of an exchange note made to a non-U.S. holder by or through the foreign office of a broker. However, information reporting requirements will apply if such broker is, for U.S. federal income tax purposes, a U.S. person or has certain other enumerated connections with the United States, unless such broker has documentary evidence in its records that the holder is a non-U.S. person and certain other conditions are met, or the holder otherwise establishes an exemption. Payments of proceeds from the sale or

96

other taxable disposition of an exchange note made to a non-U.S. holder by or through the United States office of a broker are subject to information reporting and backup withholding at the applicable rate unless the holder certifies, under penalty of perjury, that it is a non-U.S. person and that it satisfies certain other conditions, or otherwise establishes an exemption. Backup withholding is not an additional tax and a non-U.S. holder may obtain a refund or a credit against such non-U.S. holder’s U.S. federal income tax liability of any amounts withheld under the backup withholding rules, provided the required information is furnished to the IRS in a timely manner.

     Non-U.S. holders should consult their own tax advisors regarding the application of information reporting and backup withholding rules in their particular situations, the availability of an exemption therefrom and the procedure for obtaining such an exemption, if available.

Recently Enacted Legislation

     Recently enacted legislation regarding foreign account tax compliance, effective for payments made after December 31, 2012, imposes a withholding tax of 30% on interest and gross proceeds from the disposition of certain debt instruments paid to certain foreign entities unless various information reporting and certain other requirements are satisfied. However, the withholding tax will not be imposed on payments pursuant to obligations outstanding as of March 18, 2012. In addition, certain account information with respect to U.S. holders who hold the exchange notes through certain foreign financial institutions may be reportable to the IRS. Investors should consult with their own tax advisors regarding the possible implications of this recently enacted legislation to them.

     The preceding discussion is for general information purposes only and is not tax advice. Each potential investor should consult its own tax advisors as to its particular tax consequences with respect to the acquisition, ownership and disposition of the exchange notes acquired in the Exchange Offer, including the applicability and effect of other federal or state, local and foreign tax laws, and the possible effects of changes in tax laws.

97

PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account pursuant to an exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the consummation of the exchange offers, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

     We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to an exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to an exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit of any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     For a period of 90 days after the consummation of the exchange offers, we will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offers (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any broker-dealers and will indemnify you (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

98

LEGAL MATTERS

     The validity of the notes offered hereby will be passed upon for us by Dewey & LeBoeuf LLP, New York, New York.

EXPERTS

     The consolidated financial statements of LifePoint Hospitals, Inc. appearing in LifePoint Hospitals, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2010, and the effectiveness of LifePoint Hospitals, Inc.’s internal control over financial reporting as of December 31, 2010 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and LifePoint Hospitals, Inc.’s management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

     We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and at the Internet website maintained by the SEC at http://www.sec.gov.

     This prospectus incorporates by reference the documents set forth below that LifePoint has previously filed with the SEC. These documents contain important information about LifePoint. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information in, or incorporated by reference in, this prospectus.

• Annual Report on Form 10-K for the fiscal year ended December 31, 2010;

• Quarterly Report on Form 10-Q for the three months ended March 31, 2011; and

• Current Report on Form 8-K dated January 26, 2011.

     We are also incorporating by reference additional documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this prospectus and termination or completion of this exchange offer (excluding any information furnished pursuant to Items 2.02 or 7.01 on any current report on Form 8-K).

     You can obtain any of the documents incorporated by reference through us or the SEC. Documents incorporated by reference are available from us without charge, excluding all exhibits unless we have specifically incorporated by reference an exhibit in this prospectus. You may obtain documents incorporated by reference in this prospectus by requesting them in writing or by telephone from:

LifePoint Hospitals, Inc.
Attention: Investor Relations
103 Powell Court
Brentwood, Tennessee 37027
Telephone: (615) 372-8532

     You can also get more information by visiting our investor relations website at http://www.lifepointhospitals.com. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus and you should not rely on that information.

99

$400,000,000

Offer to Exchange Registered 6.625% Senior Notes due 2020 for all of our Outstanding Unregistered
6.625% Senior Notes due 2020

Prospectus

, 2011

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145(a) of the General Corporation Law of the State of Delaware (the “DGCL”) provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, because the person is or was a director or officer of the corporation. Such indemnity may be against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the person did not have reasonable cause to believe the person’s conduct was unlawful.

     Section 145(b) of the DGCL provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director or officer of the corporation, against any expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

     Section 145(g) of the DGCL provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the law.

     Article Thirteenth of LifePoint’s restated certificate of incorporation will require indemnification to the fullest extent permitted under the DGCL, as may be amended, of any person who is or was a director or officer of LifePoint who is or was involved or threatened to be made so involved in any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was serving as a director, officer, employee or agent of LifePoint or was serving at the request of LifePoint as a director, officer, employee or agent of any other enterprise.

     The foregoing statements are subject to the detailed provisions of Section 145 of the DGCL and Article Thirteenth of LifePoint’s restated certificate of incorporation.

     The Company maintains a director and officer liability insurance policy for the benefit of its directors and certain officers and the directors and certain officers of its subsidiaries covering certain liabilities that may be incurred in the performance of these duties, which may include liability or related losses under the Securities Act or the Securities Exchange Act of 1934, as amended. In addition, the Company has entered into indemnification agreements with its directors and certain officers of the company indemnifying such persons to the fullest extent permitted under the laws of the State of Delaware.

Alabama Registrants

     (a) Community Hospital of Andalusia, Inc. is incorporated under the laws of Alabama.

     Code of Alabama, 1975, Section 10A-2-8.51 and 10A-2-8.56 gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal by reason of

II-1

the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, when acting in his or her official capacity with the corporation, or, in all other cases, not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made, however, in respect of any claim, issue or matter as to which such person shall have not met the applicable standard of conduct, shall have been adjudged to be liable to the corporation or, in connection with any other action, suit or proceeding charging improper personal benefit to such person, if such person was adjudged liable on the basis that personal benefit was improperly received by him, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Also, Section 10A-2-8.52 states that, to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by him in connection therewith, notwithstanding that he has not been successful on any other claim, issue or matter in any such action, suit or proceeding.

     The Bylaws of Community Hospital of Andalusia, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

Arizona Registrants

     (a) PHC-Fort Mohave, Inc. and PHC-Lake Havasu, Inc. are incorporated under the laws of Arizona.

     Sections 10-850 through 10-858 of the Arizona Revised Statutes (the “A.R.S.”) permit indemnification of present and former directors, officers, employees or agents of an Arizona corporation, whether or not authority for such indemnification is contained in the indemnifying corporation’s articles of incorporation or bylaws.

     Sections 10-852 and 10-856 of the A.R.S. require an Arizona corporation, unless limited by its articles of incorporation, to indemnify an officer or director who has prevailed, on the merits or otherwise, in defending any proceeding brought against the officer or director because such person is or was an officer or director of the corporation. The corporation must indemnify the officer or director for reasonable expenses, including attorneys’ fees and all other costs and expenses reasonably related to a proceeding. A “proceeding” includes any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

     Section 10-851 of the A.R.S. permits an Arizona corporation to indemnify an officer or director made a party to a proceeding because such person is or was an officer or director of the corporation. The corporation may indemnify the officer or director against liability incurred in the proceeding if all of the following conditions exist: (i) the officer or director’s conduct was in good faith; (ii) the officer or director reasonably believed that his or her conduct was at least not opposed to the best interests of the corporation, or, where the conduct was in an official corporate capacity, that the conduct was in the best interest of the corporation; and (iii) in the case of criminal proceedings, the officer or director had no reasonable cause to believe that the conduct was unlawful.

     Before discretionary indemnification under Section 10-851 may be awarded to a director, the corporation must determine that it is permissible under the circumstances. This determination may be made either: (i) by majority vote of the directors not parties to the proceedings; (ii) by special legal counsel selected by majority vote of the

II-2

disinterested directors, or by majority vote of the board if there are no disinterested directors; or (iii) by the shareholders (but shares owned by or voted under the control of directors who are parties to the proceeding are not voted).

     Section 10-854 of the A.R.S. permits a director of an Arizona corporation who is a party to a proceeding, unless the articles of incorporation provide otherwise, to apply to a court of competent jurisdiction for indemnification or for an advance of expenses. The court may order indemnification or an advance if it determines that indemnification is fair and reasonable, even if the director did not meet the prescribed standard of conduct described in Section 10-851.

     Neither the Articles of Incorporation nor the Bylaws of PHC-Fort Mohave, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

     The Bylaws of PHC-Lake Havasu, Inc. allow for indemnification to the fullest extent permitted by the laws under which it is organized.

Colorado Registrants

     (a) PHC-Fort Morgan, Inc. is incorporated under the laws of Colorado.

     Sections 7-109-102 through 7-109-110 of the Colorado Business Corporation Act (the “Act”) grant the registrants’ broad powers to indemnify any person in connection with legal proceedings brought against him by reason of his present or past status as an officer or director of the registrant, provided with respect to conduct in an official capacity with the registrant, the person acted in good faith and in a manner he reasonably believed to be in the best interests of the registrant, with respect to all other conduct, the person believed the conduct to be at least not opposed to the best interests of the registrant, and with respect to any criminal action or proceeding, the person had no reasonable cause to believe his conduct was unlawful. Indemnification is limited to reasonable expenses incurred in connection with the proceeding. No indemnification may be made (i) in connection with a proceeding by or in the right of the registrant in which the person was adjudged liable to the registrant; or (ii) in connection with any other proceedings charging that the person derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the person was judged liable on the basis that he derived an improper personal benefit, unless and only to the extent the court in which such action was brought or another court of competent jurisdiction determines upon application that, despite such adjudication, but in view of all relevant circumstances, the person is fairly and reasonably entitled to indemnity for reasonable expenses as the court deems proper. In addition, to the extent that any such person is successful in the defense of any such legal proceeding, the registrant is required by the Act to indemnify him against reasonable expenses.

     Neither the charter nor the bylaws of PHC-Fort Morgan, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

Delaware Registrants

     (a) Historic LifePoint Hospitals, Inc., LifePoint Acquisition Corp., LifePoint Asset Management Company, Inc., LifePoint Holdings 3, Inc., LifePoint Hospitals Holdings, Inc., LifePoint RC, Inc., LifePoint VA Holdings, Inc., LifePoint WV Holdings, Inc. and Province Healthcare Company are incorporated under the laws of Delaware.

     Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

II-3

     Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the directors’ duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

     The Charters of LifePoint Holdings 3, Inc. and LifePoint Hospitals Holdings, Inc. allow for indemnification to the fullest extent permitted by the laws under which they are organized.

     The Bylaws of LifePoint Holings 3, Inc. and LifePoint Hospitals Holdings, Inc. provide that the Corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent or agent of another corporation, partnership, joint venture, trust or other enterprise. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the direct, officer, employee or agent is proper in the circumstances. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

     The Charters of Historic LifePoint Hospitals, Inc. and LifePoint WV Holdings, Inc. provide that the Corporation shall, to the fullest extent permitted by the provisions of DGCL Section 145, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Bylaws of Historic LifePoint Hospitals, Inc. and LifePoint WV Holdings, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Bylaws of each of LifePoint Acquisition Corp., LifePoint RC, Inc. and LifePoint VA Holdings, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Charter of LifePoint Asset Management Company, Inc. allows for indemnification to the fullest extent permitted by the laws under which it is organized. The Bylaws provide each person who was or is made party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal,

II-4

administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided herein with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

     The Charter of Province Healthcare Company provides that the Corporation shall, to the fullest extent permitted by the provisions of DGCL Section 145, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Bylaws of Charter of Province Healthcare Company provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA exercise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in the bylaws, with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or party thereof) was authorized by the board of directors of the Corporation.

     (b) America Management Companies, LLC, AMG-Crockett, LLC, AMG-Hilcrest, LLC, AMG-Hillside, LLC, AMG-Livingston, LLC, AMG-Logan, LLC, AMG-Southern Tennessee, LLC, AMG-Trinity, LLC, Andalusia Physician Practices, LLC, Ashland Physician Services, LLC, Ashley Valley Medical Center, LLC, Ashley Valley Physician Practice, LLC, Athens Physicians Practice, LLC, Athens Regional Medical Center, LLC, Barrow Medical Center, LLC, Bartow General Partner, LLC, Bartow Memorial Limited Partner, LLC, Bolivar Physician Practices, LLC, Bourbon Community Hospital, LLC, Bourbon Physician Practice, LLC, Castleview Hospital, LLC, Castleview Medical, LLC, Castleview Physician Practice, LLC, Clinch Professional Physician Services, LLC, Colorado Plains Physician Practices, LLC, Community Medical, LLC, Community-Based Services, LLC, Crockett Hospital, LLC, Crockett PHO, LLC, DLP Partner, LLC, Danville Diagnostic Imaging Center, LLC, Danville Physician Practices, LLC, Danville Regional Medical Center School of Health Professions, LLC, Danville Regional Medical Center, LLC, Georgetown Community Hospital, LLC, Georgetown Rehabilitation, LLC, Guyan Valley Hospital, LLC, Halstead Hospital, LLC,

II-5

HCK Logan Memorial, LLC, HDP Andalusia, LLC, HDP Georgetown, LLC, Hillside Hospital, LLC, HRMC, LLC, HST Physician Practice, LLC, HTI Georgetown, LLC, HTI PineLake, LLC, Hurricane Healthcare Partner, LLC, Integrated Physician Services, LLC, Kentucky Hospital, LLC, Kentucky Medserv, LLC, Kentucky MSO, LLC, Lake Cumberland Cardiology Associates, LLC, Lake Cumberland Physician Practices, LLC, Lake Cumberland Regional Hospital, LLC, Lake Cumberland Regional Physician Hospital Organization, LLC, Lakeland Community Hospital, LLC, Lakeland Physician Practices, LLC, Lander Valley Ambulatory Surgery Center, LLC, Lander Valley Medical Center, LLC, Lander Valley Physician Practices, LLC, Las Cruces Physician Practices, LLC, LCMC MRI, LLC, LCMC PET, LLC, LHSC, LLC, LifePoint Billing Services, LLC, LifePoint CSGP, LLC, LifePoint CSLP, LLC, LifePoint Holdings 2, LLC, LifePoint of GAGP, LLC, LifePoint of Kentucky, LLC, LifePoint of Lake Cumberland, LLC, Livingston Regional Hospital, LLC, Logan General Hospital, LLC, Logan Healthcare Partner, LLC, Logan Medical, LLC, Logan Memorial Hospital, LLC, Logan Physician Practice, LLC, Los Alamos Physician Practices, LLC, Martinsville Physician Practices, LLC, Meadowview Physician Practice, LLC, Meadowview Regional Medical Center, LLC, Meadowview Rights, LLC, Minden Physician Practices, LLC, Northeastern Nevada Physician Practices, LLC, Northwest Medical Center-Winfield, LLC, NWMC-Winfield Physician Practices, LLC, Opelousas Imaging Center Partner, LLC, Opelousas PET/CT Imaging Center, LLC, PHC Hospitals, LLC, PHC-Selma, LLC, PineLake Physician Practice, LLC, PineLake Regional Hospital, LLC, Poitras Practice, LLC, PRHC-Alabama, LLC, Principal Knox, L.L.C., Putnam Ambulatory Surgery Center, LLC, Putnam Community Medical Center, LLC, Putnam Physician Practices, LLC, R. Kendall Brown Practice, LLC, River Parishes Holdings, LLC, River Parishes Hospital, LLC, River Parishes Partner, LLC, River Parishes Physician Practices, LLC, Riverton Ambulatory Surgery Center, LLC, Riverton Memorial Hospital, LLC, Riverton Oncology Practice, LLC, Riverton Physician Practices, LLC, Riverview Medical Center, LLC, Rockdale Hospital, LLC, Rockdale Physician Practices, LLC, Russellville Hospital, LLC, Russellville Physician Practices, LLC, Select Healthcare, LLC, Selma Diagnostic Imaging, LLC, Siletchnik Practice, LLC, Smith County Memorial Hospital, LLC, Somerset Surgery Partner, LLC, Southern Tennessee EMS, LLC, Southern Tennessee Medical Center, LLC, Southern Tennessee PHO, LLC, Spring View Hospital, LLC, Spring View Physician Practices, LLC, Springhill Medical Center, LLC, Starke Physician Practices, LLC, Sumner Physician Practices, LLC, Sumner Real Estate Holdings, LLC, Sumner Regional Medical Center, LLC, The MRI Center of Northwest Alabama, LLC, THM Physician Practice, LLC, Trousdale Medical Center, LLC, Valley View Physician Practices, LLC, Vaughan Physician Practices, LLC, Ville Platte Medical Center, LLC, Ville Platte Physician Practices, LLC, Western Plains Physician Practices, LLC, Western Plains Regional Hospital, LLC, Woodford Hospital, LLC, Wyoming Holdings, LLC, Wythe County Community Hospital, LLC and Wythe County Physician Practices, LLC are registered under the laws of Delaware.

     Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

     The Operating Agreements of each of Ashland Physician Services, LLC, HRMC, LLC, PHC Hospitals, LLC, PHC-Selma, LLC, PRHC-Alabama, LLC, Principal Knox, L.L.C., Putnam Ambulatory Surgery Center, LLC and Selma Diagnostic Imaging, LLC provide:

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18 of the Act.

II-6

     (b) Any repeal or modification of the provisions of Section 18 of the Act, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under Section 18 of the Act which occur subsequent to the effective date of such amendment.

     The Operating Agreements of each of the other Delaware LLC registrants allow for indemnification to the fullest extent permitted by the laws under which they are organized.

     (c) LifePoint Corporate Services, General Partnership is registered under the laws of Delaware.

     Section 15-110 of the Delaware Revised Uniform Partnership Act provides that subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

     The LifePoint Corporate Services General Partnership agreement allows for indemnification to the fullest extent permitted by the laws under which it is organized.

     (d) Lamar Surgery Center, LP, LifePoint of Georgia, Limited Partnership and Principal Knox, L.P. are registered under the laws of Delaware.

     Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (“DRULPA”) permits a limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

     The Agreement of Limited Partnership of Lamar Surgery Center, LP provides that the Partnership, its receiver or its trustee (other than a liquidating trustee), shall indemnify, hold harmless and pay all judgments and claims against and, upon request, shall advance expenses to the General Partner, its Affiliates and their respective officers, directors, partners, employees, subsidiaries, agents, representatives, and affiliated assigns, from any liability, loss or damage incurred by them or by the Partnership by reason of any act performed or omitted to be performed by them in connection with the business of the Partnership (other than management services provided under the Management Agreement which indemnity shall be controlled by the Management Agreement), including costs and attorneys’ fees (which costs and attorneys’ fees may be advanced or paid as incurred) and any amounts expended in the settlement of any claims of liability, loss or damage; provided, however, that if such liability, loss or claim arises out of any action or inaction of the General Partner, any such indemnification shall be recoverable only from the assets of the Partnership and not from the assets of the Partners.

     The Agreements of Limited Partnership of LifePoint of Georgia, Limited Partnership and Principal Knox, L.P. allow for indemnification to the fullest extent permitted by the laws under which they are organized.

Florida Registrants

     (a) PHC-Belle Glade, Inc. is incorporated under the laws of Florida.

     Section 607.0831 of the Florida Business Corporation Act provides, among other things, that a director is not personally liable for monetary damages to a company or any other person for any statement, vote, decision, or failure to act, by the director, regarding corporate management or policy, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes (a) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director derived an improper personal benefit; (c) a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of the directors for improper distributions) are applicable; (d) willful misconduct or a conscious disregard for the best interest of the company in the case of a proceeding by or in the right of the company to procure a judgment in its favor or by or in the right of a stockholders; or (e) recklessness or an act or omission in

II-7

bad faith or with malicious purpose of with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such company or a stockholder.

     Section 607.0850 of the Florida Business Corporation Act authorizes, among other things, a company to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the company) by reason of the fact that he is or was a director, officer, employee or agent of the company (or is or was serving at the request of the company in such a position for any entity) against liability incurred in connection with such proceedings, if he or she acted in good faith and in a manner reasonably believed to be in the best interests of the company and, with respect to criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.

     The Florida Business Corporation Act requires that a director, officer or employee be indemnified for actual and reasonable expenses (including attorneys’ fees) to the extent that he or she has been successful on the merits or otherwise in the defense of any proceeding. Florida law also allows expenses of defending a proceeding to be advanced by a company before the final disposition of the proceedings, provided that the officer, director or employee undertakes to repay such advance if it is ultimately determined that indemnification is not permitted.

     The Florida Business Corporation Act states that the indemnification and advancement of expenses provided pursuant to Section 607.0850 is not exclusive and that indemnification may be provided by a company pursuant to other means, including agreements or bylaw provisions. Florida law prohibits indemnification or advancement of expenses, however, if a judgment or other final adjudication establishes that the actions of a director, officer or employee constitute (i) a violation of criminal law, unless he or she had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (ii) a transaction from which such person derived an improper personal benefit; (iii) willful misconduct or conscious disregard for the best interests of the company in the case of a derivative action or a proceeding by or in the right of a stockholder, or (iv) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act (relating to the liability of directors for improper distributions) are applicable.

     The bylaws of PHC-Belle Glade, Inc. allows for indemnification to the fullest extent permitted by the laws under which it is organized.

     (b) Bartow Healthcare System, Ltd. is registered under the laws of Florida.

     Chapter 620 of the Florida Revised Uniform Limited Partnership Act of 2005 (“FRULPA”) states that a limited partnership shall reimburse a general partner for payments made and indemnity a general partner for liabilities incurred by the general partner in the ordinary course of activities of the partnership or for the preservation of its activities or property if such payments were made or such liabilities were incurred in good faith and either in the furtherance of the limited partnership’s purposes or the ordinary scope of its activities.

     The Bylaws of Bartow Healthcare System, Ltd. allows for indemnification to the fullest extent permitted by the laws under which it is organized.

Indiana Registrants

     (a) PHC-Indiana, Inc. is incorporated under the laws of Indiana.

     Chapter 37 of the Indiana Corporation Law (“INCL”) states that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual’s conduct was in good faith, the individual reasonably believed, in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests, and, in the case of any criminal proceeding, the individual either had reasonable cause to believe the individual’s conduct was lawful or had no reasonable cause to believe the individual’s conduct was unlawful. Unless limited by its articles of incorporation, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the director furnishes the corporation a written affirmation of the director’s

II-8

good faith belief that the director has met the standard of conduct described in the INCL, the director furnishes the corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct and a determination is made that the facts then known to those making the determination would not preclude indemnification under the law. A corporation may not indemnify a director unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth under the law. The determination shall be made by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding, or by the other methods specified in Chapter 37 of the INCL.

     The indemnification and advance for expenses provided for or authorized by the INCL does not exclude any other rights to indemnification and advance for expenses that a person may have under a corporation’s articles of incorporation, bylaws or certain other duly authorized agreements.

     Neither the Articles of Incorporation nor the Bylaws of PHC-Indiana, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

     (b) PHC-Charlestown, L.P. is registered under the laws of Indiana.

     Title 23, Article 16, Chapter 2 of the Indiana Code provides that a domestic or foreign limited partnership may indemnify a person made a party to an action because the person is or was a partner or officer of the partnership against liability incurred in the action if:

     (1) the person’s conduct was in good faith; and

     (2) the person reasonably believed:

     (A) in the case of conduct in the person’s capacity as a partner, that the person’s conduct was in the best interests of the partnership; and

     (B) in all other cases that the person’s conduct was at least not opposed to the best interests of the limited partnership or foreign limited partnership; and

     (3) in the case of any criminal action, the person either:

     (A) had reasonable cause to believe the person’s conduct was lawful; or

     (B) had no reasonable cause to believe the person’s conduct was unlawful.

     The indemnification provided for above does not exclude any other rights to indemnification that a partner or officer of the limited partnership may have under the partnership agreement or with the written consent of all partners.

     The limited partners of PHC-Charlestown, L.P. are indemnified by the partnership to the fullest extent permitted by the laws under which it is organized.

Kansas Registrants

     (a) Dodge City Healthcare Partner, Inc. and Kansas Healthcare Management Company, Inc. are incorporated under the laws of Kansas.

     Section 17-6305 of the Kansas General Corporation Law authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement in connection with such action, including attorney’s fees, if such

II-9

person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

     A Kansas corporation may also indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, including attorney’s fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     The Bylaws of Dodge City Healthcare Partner, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Bylaws of Kansas Healthcare Management Company, Inc. provide that when a person is sued, or prosecuted in a criminal action, either alone or with others, because he is or was a director or officer of the corporation, or of another corporation serving at the request of this corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation, he shall be indemnified for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, if both of the following conditions exist:

     (a) The person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court.

     (b) The court finds that his conduct fairly and equitably merits such indemnity.

     (b) Kansas Healthcare Management Services, LLC is registered under the laws of Kansas.

     Section §17-7670 of the Kansas Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. To the extent that a member, manager, officer, employee or agent has been successful on the merits or otherwise or the defenses of any action, suits or proceeding, or in defense of any issue or matter therein, such director, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.

     The Operating Agreement of Kansas Healthcare Management Services, LLC provides that the Company shall indemnify each Manager and Executive Manager for any act performed thereby within the scope of the authority conferred on such Manager or Executive Manager by this Agreement or by the Board of Managers, unless such act constitutes grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of Law.

II-10

Kentucky Registrants

     (a) Kentucky Physician Services, Inc. is incorporated under the laws of Kentucky.

     Sections 271B.8-500 to 271B.8-580 of the Kentucky Business Corporation Act provides that, subject to restrictions contained in the statute, a corporation may indemnify any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director or officer of the corporation. A person who has been successful on the merits or otherwise in any suit or matter covered by the indemnification statute shall be indemnified against expenses (including attorneys’ fees) reasonably incurred by him in connection therewith. Indemnification is authorized upon a determination that the person to be indemnified has met the applicable standard of conduct required. Expenses incurred in defense may be paid in advance upon receipt by the corporation of a written affirmation by the director of his good faith belief that he has met the applicable standard of conduct required, a written undertaking by or on behalf of the director to repay such advance if it is ultimately determined that he did not meet the standard of conduct, and a determination that the facts then known to those making the determination would not preclude indemnification under the statute. The indemnification provided by statute shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Insurance may be purchased on behalf of any person entitled to indemnification by the corporation against any liability incurred in an official capacity regardless of whether the person could be indemnified under the statute.

     The Bylaws of Kentucky Physician Services, Inc. provide that the corporation shall, to the fullest extent permitted by the provisions of the Kentucky Business Corporation Act, as the same may be amended and supplemented, from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     (b) Buffalo Trace Radiation Oncology Associates, LLC is registered under the laws of Kentucky

     The Kentucky Limited Liability Company Act provides that a written operating agreement may: (1) Eliminate or limit the personal liability of a member or manager for monetary damages for breach of any duty provided for in Kentucky Revised Statutes 275.170 (duty of breach of care and loyalty) and (2) Provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.

     Neither the Articles of Organization nor the Operating Agreement of Buffalo Trace Radiation Oncology Associates, LLC specifies the extent to which the corporation may indemnify its officers or directors.

Louisiana Registrants

     (a) PHC-Doctors’ Hospital, Inc., PHC-Lakewood, Inc., PHC-Louisiana, Inc., PHC-Minden G.P., Inc. and PHC-Morgan Lake, Inc. are incorporated under the laws of Louisiana.

     Section 83 of the Louisiana Business Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative, or in the right of the corporation, by reason of the fact that he is or was a director or officer of the corporation. The indemnity may include expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 83 further provides that a Louisiana corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions except that no indemnification is permitted without judicial approval if the director or officer shall have been adjudged to be liable for willful or intentional misconduct in the performance of his duty to the corporation. Where an officer or director

II-11

is successful on the merits or otherwise in any defense of any action referred to above or any claim therein, the corporation must indemnify him against such expenses that such officer or director actually incurred. Section 83 permits a corporation to pay expenses incurred by the officer or director in defending an action, suit or proceeding in advance of the final disposition thereof if approved by the board of directors.

     Neither the Articles of Incorporation nor the Bylaws of the Colorado entities specifies the extent to which the corporations may indemnify its officers or directors.

     (b) PHC-Minden, L.P., PHC-Morgan City, L.P. and PHC-Opelousas, L.P. are registered under the laws of Louisiana.

     The text of the Louisiana statutes on Limited Partnerships do not address indemnification.

     The Agreements of Limited Partnership of PHC-Minden, L.P., PHC-Morgan City, L.P. and PHC-Opelousas, L.P. allow for indemnification to the fullest extent permitted by the laws under which it is organized.

Mississippi Registrant

     (a) PHC-Cleveland, Inc. is incorporated under the laws of Mississippi.

     Article 8, Subarticle E of the Mississippi Business Corporation Act (“MBCA”) permits Mississippi corporations to indemnify officers and directors. MBCA Section 79-4-2.02(b)(5) permits the corporation to include an obligatory indemnification for directors in its Articles of Incorporation for all acts other than:

     (i) distributions made in excess of standards established by Mississippi law or in the corporation’s articles of incorporation, for which Section 79-4-8.33 imposes personal liability on directors to the corporation; and

     (ii) circumstances where, in his performance as a director, a director has received a financial benefit to which he is not entitled, he intentionally inflicts harm on the corporation or its stockholders or he intentionally violates any criminal law. The law further permits us to advance all expenses for defense of a director in any lawsuit brought against a director in his capacity as a director. The MBCA specifically provides in Section 79-4-8.53 that such advances are allowed by Mississippi law. Such advances may be made under the MBCA only after a determination that the director met all relevant standards of conduct.

     Section 79-4-8.56 of the MBCA permits a Mississippi corporation to indemnify any officer to the same extent as to a director. Indemnification of officers and directors against reasonable expenses is mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or director is successful on the merits or otherwise in the defense of any action or suit against him giving rise to a claim of indemnification.

     Neither the Articles of Incorporation nor the Bylaws of PHC-Cleveland, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

Nevada Registrants

     (a) PHC-Elko, Inc., PHC-Knox, Inc., Principal Hospital Company of Nevada, Inc. and PHC-Palestine, Inc. are incorporated under the laws of Nevada.

     Chapter 78 of the Nevada Revised Statutes (“NRS”) allows directors and officers to be indemnified against liabilities they may incur while serving in such capacities. Under the applicable statutory provisions, the registrant may indemnify its directors or officers who were or are a party or are threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that they are or were directors or officers of the corporation, or are or were serving at the request of the corporation as directors or officers of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by them in connection with the action, suit, or proceeding, unless it is ultimately determined by a court of competent jurisdiction that they breached their fiduciary duties by intentional misconduct, fraud, or a knowing violation of law or did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or

II-12

proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, the applicable statutory provisions mandate that the registrant indemnify its directors and officers who have been successful on the merits or otherwise in defense of any action, suit, or proceeding against expenses, including attorneys’ fees, actually and reasonably incurred by them in connection with the defense. The registrant may include a provisions in the charter or bylaws requiring it to advance expenses incurred by directors or officers in defending any such action, suit, or proceeding upon receipt of written confirmation from such officers or directors that they have met certain standards of conduct and an undertaking by or on behalf of such officers or directors to repay such advances if it is ultimately determined that they are not entitled to indemnification by the registrant.

     The Articles of Incorporation of Principal Hospital Company of Nevada, Inc. provide that the Corporation shall indemnify, and upon request shall advance expenses to, in the manner and the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement.

     Neither the Articles of Incorporation nor the Bylaws of PHC-Elko, Inc., PHC-Knox, Inc. or PHC-Palestine, Inc specifies the extent to which the corporation may indemnify its officers or directors.

New Mexico Registrants

     (a) PHC-Las Cruces, Inc. and PHC-Los Alamos, Inc. are incorporated under the laws of Oklahoma.

     Section 53-11-4.1 of the New Mexico Business Corporation Act permits a corporation to indemnify any person made a party to any proceeding by reason of the fact that the person is or was a director or officer if (i) the person acted in good faith, (ii) the person reasonably believed the person’s conduct (a) in the case of conduct in the person’s official capacity with the corporation, that the person’s conduct was in its best interests, and (b) in all other cases, that the person’s conduct was at least not opposed to its best interests, and (iii) in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses, actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against such reasonable expenses and shall not be made in respect of any proceeding in which the person shall have been adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, be determinative that the person did not meet the requisite standard of conduct. Section 53-11-4.1 provides for the advancement of expenses of directors and officers in specified circumstances. The indemnification authorized by Section 53-11-4.1 is not exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.

     The Certificates of Incorporation of PHC-Las Cruces, Inc. and PHC-Los Alamos, Inc. provide that the Corporation shall indemnify, and upon request shall advance expenses to, in the manner and the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement.

Oregon Registrant

     (a) Brim Hospitals, Inc. is incorporated under the laws of Oregon.

II-13

     Section 60.391 of the Oregon Business Corporation Act (the “OBCA”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

     The Restated Certificate of Incorporation of Brim Hospitals, Inc. provides that the Corporation may indemnify to the fullest extent permitted by law any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including any action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise. Any indemnification provided pursuant to this paragraph shall not be exclusive of any rights to which the person indemnified may otherwise be entitled under any provision of articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of shareholders or board of directors, or otherwise.

     For purposes of the paragraph above, the term “to the fullest extent permitted by law” shall include, without limitation, to the fullest extent permitted by any provision in the OBCA that authorizes a corporation to provide indemnification, by agreement, article, bylaw or otherwise, in addition to the permissible indemnification specifically authorized and set forth in the OBCA.

Pennsylvania Registrant

     (a) PHC-Ashland, L.P. is registered under the laws of Pennsylvania.

     Section 8510 of the Pennsylvania Revised Uniform Limited Partnership Act (the “Pennsylvania RULPA”) provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever; provided, however, that such indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The Pennsylvania RULPA defines “Person” as an individual or a corporation, partnership, limited liability company, trust, unincorporated organization, association or other entity.

     Neither the Certificate of Limited Partnership nor the Agreement of Limited Partnership specifies the extent to which the corporation may indemnify its officers or directors.

Tennessee Registrants

     (a) LifePoint Medical Group — Hillside, Inc., PHC-Aviation, Inc., PHC-Tennessee, Inc. and Principal-Needles, Inc. are incorporated under the laws of Tennessee.

     The Tennessee Business Corporation Act (“TBCA”) sets forth in Sections 48-18-502 through 48-18-508 the circumstances governing the indemnification of directors and officers of a corporation against liability incurred in the course of their official capacities. Section 48-18-502 of the TBCA provides that a corporation may indemnify any director against liability incurred in connection with a proceeding if (i) the director acted in good faith, (ii) the director reasonably believed, in the case of conduct in his or her official capacity with the corporation, that such conduct was in the corporation’s best interest, or, in all other cases, that his or her conduct was not opposed to the best interests of the corporation and (iii) in connection with any criminal proceeding, the director had no reasonable cause to believe that his or her conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer is adjudged to be liable to the corporation. Similarly, the TBCA prohibits indemnification in connection with any proceeding charging improper personal benefit to a director, if such director is adjudged liable on the basis that a personal benefit was improperly received. In cases where the director is wholly successful, on the merits or otherwise, in the defense of

II-14

any proceeding instigated because of his or her status as a director of a corporation, Section 48-18-503 of the TBCA mandates that the corporation indemnify the director against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-18-505 of the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers who are not directors are entitled, through the provisions of Section 48-18-507 of the TBCA, to the same indemnification afforded to directors under Sections 48-18-503 and 48-18-505.

     The Charter of LifePoint Medical Group — Hillside, Inc. provides that the Shareholder hereby indemnifies and holds harmless each of the Company and its officers, directors, agents and employees, and each person, if any, who controls or may control the Corporation within the meaning of the Securities Act of 1933, as amended from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, arising out of any of the following: (i) any misrepresentation or breach in connection with any of the representations or warranties given or made by the counterparties to this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of the counterparties pursuant hereto; (ii) any breach of or default in connection with any of the covenants given or made by the counterparties to this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of the counterparties pursuant hereto; (iii) any liability of counterparties with respect to any federal, state, local or foreign sales, use, income, profits or other tax (or penalties and interest thereon); or (iv) any indebtedness, obligation, liability (contingent or otherwise) or commitment of the counterparties of any nature whatsoever.

     The Limited Liability Company Agreement of LifePoint Medical Group — Hillside, Inc. provides that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Charters of PHC-Aviation, Inc. and PHC-Tennessee, Inc. provide that the Corporation shall, to the fullest extent permitted by the provisions of the TBCA, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Charter of Principle-Needles, Inc. provides:

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the TBCA, to the same indemnification afforded to directors under Sections 48-18-503 and 48-18-505.

II-15

     (b) The rights to indemnification and advancement of expenses set forth in the paragraph above are intended to be greater than those which are otherwise provided for in the TBCA, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to the above paragraph are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the TBCA, as amended from time to time. The rights to indemnification and advancement of expenses set forth in the paragraph above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of these paragraphs, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under the provisions above which occur subsequent to the effective date of such amendment.

Texas Registrants

     (a) Mexia-Principal, Inc., Palestine-Principal G.P., Inc. and PRHC-Ennis G.P., Inc. are incorporated under the laws of Texas.

     Section 8.051 of the Texas Business Organizations Code (the “TBOC”) applies to each form of entity in Texas and states that: (a) An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. (b) A court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.

     Section 8.052 states that (a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.

     Section 8.101 states that (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.

II-16

     Section 8.102 states that (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person’s duty to the enterprise; (B) breach of the person’s duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

     Neither the Articles of Incorporation nor the Bylaws of Mexia-Principal, Inc., Palestine-Principal G.P., Inc., or PRHC-Ennis G.P., Inc. specifies the extent to which the corporation may indemnify its officers or directors.

     (b) Texas Specialty Physicians is a registered LLC under the laws of Texas

     The relevant sections of the Texas Business Organizations Code (the “TBOC”) referenced above may apply equally to limited liability companies to the extent they provide as such in their organizational documents.

     The Bylaws of Texas Specialty Physicians provide that the Corporation will indemnify a director, officer, member, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the Corporation’s request as a director, officer, partner, venturer, proprietor, trusts, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. The Corporation will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation. In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, member, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person in any situation in which indemnification is prohibited.

     (c) Mexia Principal Healthcare Limited Partnership, Palestine Principal Healthcare Limited Partnership and PRHC-Ennis, L.P. are registered under the laws of Texas.

     The relevant sections of the Texas Business Organizations Code (the “TBOC”) referenced above may apply equally to partnerships to the extent they provide as such in their organizational documents.

     The Limited Partnership Agreement of Palestine Principal Healthcare Limited Partnership provides that the General Partner, its employees, agents and assigns, shall be indemnified by the Partnership against any and all claims, demands and losses whatsoever if: (i) the indemnitee conducted itself in good faith; and (ii) reasonably believed (a) in the case of conduct in its official capacity with the Partnership, that its conduct was in its best interests and (b) in all other cases, that its conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, it had no reasonable cause to believe its conduct was unlawful.

     The Mexia Principal Healthcare and PRHC-Ennis, L.P. Limited Partnership Agreements allow for indemnification to the fullest extent permitted by the laws under which it is organized.

II-17

Virginia Registrants

     (a) Clinch Valley Medical Center, Inc. and PHC-Martinsville, Inc. are incorporated under the laws of Virginia.

     Under Sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act (the “Act”), a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. In addition, the Act eliminates the liability for monetary damages of a director or officer in a shareholder or derivative proceeding. This elimination of liability will not apply in the event of willful misconduct or a knowing violation of criminal law or any federal or state securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the Act are incorporated into this paragraph by reference.

     The Bylaws of Clinch Valley Medical Center, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Articles of Incorporation of PHC-Martinsville, Inc. provide:

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful insider trading or manipulation of the market under Section 13.1-692 of the Act.

     (b) The rights to indemnification and advancement of expenses set forth in the paragraph above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to the above paragraph are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act as amended from time to time. The rights to indemnification and advancement of expenses set forth in the paragraph above are nonexclusive of other similar rights which may be granted by law, these Articles of Incorporation, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of these paragraphs, either directly or by the adoption of an inconsistent provision of these Articles of Incorporation, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under the provisions above which occur subsequent to the effective date of such amendment.

II-18

     (b) Clinch Valley Endocrinology, LLC, Clinch Valley Pulmonology, LLC, Clinch Valley Urology, LLC, Memorial Hospital of Martinsville & Henry County Ambulatory, LLC and Orthopedics of Southwest Virginia, LLC are registered under the laws of Virginia.

     Section 13.1-1009(16) of the Virginia Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

     The operating agreements of each of the Virginia limited liability companies indemnify their officers and managers against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of the occurrence of the claims or causes of action in such suits, made or brought against them as officers or managers of the company, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification extends to the payment of judgments against such officers and managers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the company or amounts paid in settlement to the company. Such indemnification also extends to the payment of counsel fees and expenses of such officers and managers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or managers. Such right of indemnification is not exclusive of any right to which such officer or manager may be entitled as a matter of law and shall extend and apply to the estates of deceased officers and managers.

     The Operating Agreements of Clinch Valley Endocrinology, LLC, Clinch Valley Pulmonology, Clinch Valley Urology, LLC and Orthopedics of Southwest Virginia, LLC allow for indemnification to the fullest extent permitted by the laws under which it is organized.

     The Operating Agreement of Memorial Hospital of Martinsville & Henry County Ambulatory, LLC provides the Company shall indemnify the Member or any officer of the Company (as such, an “Indemnified Party”) who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (a “Proceeding”), including a Proceeding brought on behalf of the Member, because such Indemnified Party is or was a Member or officer of the Company, or is or was serving at the request of the Company as a manager, director, trustee, partner or officer of another entity, against any liability and reasonable expenses (including reasonable attorneys’ fees) incurred by such Indemnified Party in connection with such Proceeding unless such Indemnified Party has engaged in willful misconduct or a knowing violation of the criminal law or has knowingly exceeded the authority granted by or pursuant to this Agreement, or unless such Proceeding is to enforce contractual obligations of a Member under this Agreement or otherwise. No amendment of this Section shall have any effect on the rights provided herein with respect to any act or omission occurring prior to such amendment. No Indemnified Party shall be entitled to indemnification pursuant to this Section to the extent such Indemnified Party is entitled to indemnification by or from another person or entity, including an insurer.

Washington Registrant

     (a) Care Health Company, Inc. is incorporated under the laws of Washington

     Section 23B.08.560 of the Washington Business Corporation Act (the “WBCA”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

     A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statutes provide that it is not exclusive of other indemnification that

II-19

may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

     The WBCA further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 23B.08.560.

     The Articles of Incorporation of Care Health Company, Inc. provide that the corporation shall indemnify any individual made a party to a proceeding because that individual is or was a director of the corporation and shall advance or reimburse the reasonable expenses incurred by such individual in advance of final disposition of the proceeding, without regard to the limitation in RCW 23B.08.510 through 23B.08.550 of the Washington Business Corporation Act, or any other limitation which may hereafter be enacted to the extent such limitation may be disregarded if authorized by the articles of incorporation, to the full extent and under all circumstances permitted by applicable law. Any repeal or modification of this Article by the shareholders of this corporation shall not adversely affect any right of any individual who is or was a director of the corporation which existed at the time of such repeal or modification. The Bylaws of Care Health Company, Inc. allow for indemnification to the fullest extent permitted by the laws under which it is organized.

West Virginia Registrants

     (a) West Virginia Management Services Organization, Inc. and Zone, Incorporated are incorporated under the laws of West Virginia

     Chapter 31D, Article 8 of the West Virginia Code of 1931, as amended, permits indemnification of present or former officers or directors who are named or threatened to be named as parties to a legal action arising out of their activities as officers or directors under certain circumstances.

     The Articles of Incorporation of West Virginia Management Services Organization, Inc. provide that the corporation shall, to the fullest extent permitted by the law, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expense, liabilities, or other matters referred to or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity, and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     The Bylaws of West Virginia Management Services Organization, Inc. provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     The Certificate of Incorporation of Zone, Incorporated provides that any director or officer shall be indemnified by this corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he would be adjudged in such action, suit or proceeding, to be liable for negligence or misconduct in the performance of duty to the corporation.

     The Bylaws of Zone, Incorporated provide that the Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and

II-20

against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

     (b) Raleigh General Hospital, LLC is registered under the laws of West Virginia.

     Section 31B-4-403 of the West Virginia Uniform Limited Liability Company Act discusses members’ and managers’ rights to payments and reimbursement. A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make. A payment or advance made by a member that gives rise to an obligation of a limited liability company under the West Virginia statute constitutes a loan to the company upon which interest accrues from the date of the payment or advance. A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.

     The Operating Agreement of Orthopedics of Raleigh General Hospital, LLC allows for indemnification to the fullest extent permitted by the laws under which it is organized.

II-21

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) EXHIBITS

Exhibit Number		Description of Exhibits
3.1	—	Amended and Restated Certificate of Incorporation (incorporated by reference from exhibits to the Registration Statement on Form S-8 filed by LifePoint Hospitals, Inc. on April 19, 2005, File No. 333-124151).
3.2	—	Fourth Amended and Restated By-Laws of LifePoint Hospitals, Inc. (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated December 15, 2010, File No. 000-51251).
3.3*	—	America Management Companies, LLC Certificate of Formation.
3.4*	—	America Management Companies, LLC Second Amended and Restated Limited Liability Company Agreement.
3.5*	—	AMG-Crockett, LLC Certificate of Formation.
3.6*	—	AMG-Crockett, LLC Amended and Restated Limited Liability Company Agreement.
3.7*	—	AMG-Hilcrest, LLC Certificate of Formation.
3.8*	—	AMG-Hilcrest, LLC Amended and Restated Limited Liability Company Agreement.
3.9*	—	AMG-Hillside, LLC Certificate of Formation.
3.10*	—	AMG-Hillside, LLC Limited Liability Company Agreement.
3.11*	—	AMG-Livingston, LLC Certificate of Formation.
3.12*	—	AMG-Livingston, LLC Amended and Restated Limited Liability Company Agreement.
3.13*	—	AMG — Logan, LLC Certificate of Formation.
3.14*	—	AMG — Logan, LLC Amended and Restated Limited Liability Company Agreement.
3.15*	—	AMG-Southern Tennessee, LLC Certificate of Formation.
3.16*	—	AMG-Southern Tennessee, LLC Amended and Restated Limited Liability Company Agreement.
3.17*	—	AMG-Trinity, LLC Certificate of Formation.
3.18*	—	AMG-Trinity, LLC Amended and Restated Limited Liability Company Agreement.
3.19*	—	Andalusia Physician Practices, LLC Certificate of Formation.
3.20*	—	Andalusia Physician Practices, LLC Limited Liability Company Agreement.

II-22

Exhibit Number		Description of Exhibits
3.21*	—	Ashland Physician Services, LLC Certificate of Formation.
3.22*	—	Ashland Physician Services, LLC Limited Liability Company Agreement.
3.23*	—	Ashley Valley Medical Center, LLC Certificate of Formation.
3.24*	—	Ashley Valley Medical Center, LLC Amended and Restated Limited Liability Company Agreement.
3.25*	—	Ashley Valley Physician Practice, LLC Certificate of Formation.
3.26*	—	Ashley Valley Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.27*	—	Athens Physicians Practice, LLC Certificate of Formation.
3.28*	—	Athens Physicians Practice, LLC Limited Liability Company Agreement.
3.29*	—	Athens Regional Medical Center, LLC Certificate of Formation.
3.30*	—	Athens Regional Medical Center, LLC Limited Liability Company Agreement.
3.31*	—	Barrow Medical Center, LLC Certificate of Formation.
3.32*	—	Barrow Medical Center, LLC Second Amended and Restated Limited Liability Company Agreement.
3.33*	—	Bartow General Partner, LLC Certificate of Formation.
3.34*	—	Bartow General Partner, LLC Limited Liability Company Agreement.
3.35*	—	Bartow Healthcare System Ltd. Amended and Restated Certificate of Limited Partnership.
3.36*	—	Bartow Healthcare System Ltd. Amended and Restated Agreement of Limited Partnership, including Amendments.
3.37*	—	Bartow Memorial Limited Partner, LLC Certificate of Formation.
3.38*	—	Bartow Memorial Limited Partner, LLC Limited Liability Company Agreement.
3.39*	—	Bolivar Physician Practices, LLC Certificate of Formation.
3.40*	—	Bolivar Physician Practices, LLC Limited Liability Company Agreement.
3.41*	—	Bourbon Community Hospital, LLC Certificate of Formation.
3.42*	—	Bourbon Community Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.43*	—	Bourbon Physician Practice, LLC Certificate of Formation.

II-23

Exhibit Number		Description of Exhibits
3.44*	—	Bourbon Physician Practice, LLC Limited Liability Company Agreement.
3.45*	—	Brim Hospitals, Inc. Restated Certificate of Incorporation.
3.46*	—	Brim Hospitals, Inc. By-Laws.
3.47*	—	Buffalo Trace Radiation Oncology Associates, LLC Articles of Organization.
3.48*	—	Buffalo Trace Radiation Oncology Associates, LLC Operating Agreement, including Amendment.
3.49*	—	Care Health Company, Inc. Articles of Incorporation.
3.50*	—	Care Health Company, Inc. By-Laws.
3.51*	—	Castleview Hospital, LLC Certificate of Formation.
3.52*	—	Castleview Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.53*	—	Castleview Medical, LLC Certificate of Formation.
3.54*	—	Castleview Medical, LLC Limited Liability Company Agreement.
3.55*	—	Castleview Physician Practice, LLC Certificate of Formation.
3.56*	—	Castleview Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.57*	—	Clinch Professional Physician Services, LLC Certificate of Formation.
3.58*	—	Clinch Professional Physician Services, LLC Limited Liability Company Agreement.
3.59*	—	Clinch Valley Endocrinology, LLC Articles of Organization.
3.60*	—	Clinch Valley Endocrinology, LLC Amended and Restated Operating Agreement.
3.61*	—	Clinch Valley Medical Center, Inc. (formerly Clinch Valley Community Medical Center, Inc.) Articles of Incorporation.
3.62*	—	Clinch Valley Medical Center, Inc. (formerly Galen-Med, Inc.) By-Laws.
3.63*	—	Clinch Valley Pulmonology, LLC Articles of Organization.
3.64*	—	Clinch Valley Pulmonology, LLC Amended and Restated Operating Agreement.
3.65*	—	Clinch Valley Urology, LLC Articles of Organization.
3.66*	—	Clinch Valley Urology, LLC Amended and Restated Operating Agreement.
3.67*	—	Colorado Plains Physician Practices, LLC Certificate of Formation.

II-24

Exhibit Number		Description of Exhibits
3.68*	—	Colorado Plains Physician Practices, LLC Limited Liability Company Agreement.
3.69*	—	Community Hospital of Andalusia, Inc. Certificate of Incorporation.
3.70*	—	Community Hospital of Andalusia, Inc. By-Laws.
3.71*	—	Community Medical, LLC Certificate of Formation.
3.72*	—	Community Medical, LLC Limited Liability Company Agreement.
3.73*	—	Community-Based Services, LLC Certificate of Formation.
3.74*	—	Community-Based Services, LLC Limited Liability Company Agreement.
3.75*	—	Crockett Hospital, LLC Certificate of Formation.
3.76*	—	Crockett Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.77*	—	Crockett PHO, LLC Certificate of Formation.
3.78*	—	Crockett PHO, LLC Limited Liability Company Agreement.
3.79*	—	DLP Partner, LLC (formerly Bullit County Hospital, LLC) Certificate of Formation.
3.80*	—	DLP Partner, LLC (formerly Bullit County Hospital, LLC) Limited Liability Company Agreement.
3.81*	—	Danville Diagnostic Imaging Center, LLC Certificate of Formation.
3.82*	—	Danville Diagnostic Imaging Center, LLC Limited Liability Company Agreement.
3.83*	—	Danville Physician Practices, LLC Certificate of Formation.
3.84*	—	Danville Physician Practices, LLC Limited Liability Company Agreement.
3.85*	—	Danville Regional Medical Center, LLC Certificate of Formation.
3.86*	—	Danville Regional Medical Center, LLC Limited Liability Company Agreement.
3.87*	—	Danville Regional Medical Center School of Health Professions, LLC Certificate of Formation.
3.88*	—	Danville Regional Medical Center School of Health Professions, LLC Limited Liability Company Agreement.
3.89*	—	Dodge City Healthcare Partner, Inc. (formerly Columbia/ HCA of Dodge City) Articles of Organization.
3.90*	—	Dodge City Health Care Partner, Inc. (formerly Columbia/ HCA of Dodge City) By-Laws.
3.91*	—	Georgetown Community Hospital, LLC Certificate of Formation.

II-25

Exhibit Number		Description of Exhibits
3.92*	—	Georgetown Community Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.93*	—	Georgetown Rehabilitation, LLC (formerly Pioneer Valley Hospital, LLC).Certificate of Formation.
3.94*	—	Georgetown Rehabilitation, LLC Amended and Restated Limited Liability Company Agreement.
3.95*	—	Guyan Valley Hospital, LLC Certificate of Formation.
3.96*	—	Guyan Valley Hospital, LLC Limited Liability Company Agreement.
3.97*	—	Halstead Hospital, LLC Certificate of Formation.
3.98*	—	Halstead Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.99*	—	HCK Logan Memorial, LLC Certificate of Formation.
3.100*	—	HCK Logan Memorial, LLC Amended and Restated Limited Liability Company Agreement.
3.101*	—	HDP Andalusia, LLC Certificate of Formation.
3.102*	—	HDP Andalusia, LLC Amended and Restated Limited Liability Company Agreement.
3.103*	—	HDP Georgetown, LLC Certificate of Formation.
3.104*	—	HDP Georgetown, LLC Amended and Restated Limited Liability Company Agreement.
3.105*	—	Hillside Hospital, LLC Certificate of Formation.
3.106*	—	Hillside Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.107*	—	Historic LifePoint Hospitals, Inc. (formerly LifePoint Hospitals, Inc.) Certificate of Incorporation.
3.108*	—	Historic LifePoint Hospitals, Inc. By-Laws.
3.109*	—	HRMC, LLC (formerly Havasu Regional Medical Center, LLC) Certificate of Formation.
3.110*	—	HRMC, LLC Limited Liability Company Agreement.
3.111*	—	HST Physician Practice, LLC Certificate of Formation.
3.112*	—	HST Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.113*	—	HTI Georgetown, LLC Certificate of Formation.
3.114*	—	HTI Georgetown, LLC Amended and Restated Limited Liability Company Agreement.
3.115*	—	HTI PineLake, LLC Certificate of Formation.

II-26

Exhibit Number		Description of Exhibits
3.116*	—	HTI PineLake, LLC Amended and Restated Limited Liability Company Agreement.
3.117*	—	Hurricane Healthcare Partner, LLC Certificate of Formation.
3.118*	—	Hurricane Healthcare Partner, LLC Limited Liability Company Agreement.
3.119*	—	Integrated Physician Services, LLC Certificate of Formation.
3.120*	—	Integrated Physician Services, LLC Second Amended and Restated Limited Liability Company Agreement.
3.121*	—	Kansas Healthcare Management Company, Inc. Articles of Incorporation.
3.122*	—	Kansas Healthcare Management Company, Inc. By-Laws.
3.123*	—	Kansas Healthcare Management Services, LLC Articles of Organization
3.124*	—	Kansas Healthcare Management Services, LLC Amended and Restated Operating Agreement.
3.125*	—	Kentucky Hospital, LLC Certificate of Formation.
3.126*	—	Kentucky Hospital, LLC Limited Liability Company Agreement.
3.127*	—	Kentucky Medserv, LLC Certificate of Formation.
3.128*	—	Kentucky Medserv, LLC Limited Liability Company Agreement.
3.129*	—	Kentucky MSO, LLC Certificate of Formation.
3.130*	—	Kentucky MSO, LLC Amended and Restated Limited Liability Company Agreement.
3.131*	—	Kentucky Physician Services, Inc. Certificate of Incorporation.
3.132*	—	Kentucky Physician Services, Inc. By-Laws.
3.133*	—	Lake Cumberland Cardiology Associates, LLC Certificate of Formation.
3.134*	—	Lake Cumberland Cardiology Associates, LLC Limited Liability Company Agreement.
3.135*	—	Lake Cumberland Physician Practices, LLC Certificate of Formation.
3.136*	—	Lake Cumberland Physician Practices, LLC Limited Liability Company Agreement.
3.137*	—	Lake Cumberland Regional Hospital, LLC Certificate of Formation.
3.138*	—	Lake Cumberland Regional Hospital, LLC Second Amended and Restated Limited Liability Company Agreement.
3.139*	—	Lake Cumberland Regional Physician Hospital Organization, LLC Certificate of Formation.
3.140*	—	Lake Cumberland Regional Physician Hospital Organization, LLC Limited Liability Company Agreement.

II-27

Exhibit Number		Description of Exhibits
3.141*	—	Lakeland Community Hospital, LLC (formerly Burdick West Medical Center, LLC) Certificate of Formation.
3.142*	—	Lakeland Community Hospital, LLC (formerly Burdick West Medical Center, LLC) Limited Liability Company Agreement.
3.143*	—	Lakeland Physician Practices, LLC (formerly Burdick West Physician Practices, LLC) Certificate of Formation.
3.144*	—	Lakeland Physician Practices, LLC (formerly Burdick West Physician Practices, LLC) Limited Liability Company Agreement.
3.145*	—	Lamar Surgery Center, L. P. Certificate of Limited Partnership.
3.146*	—	Lamar Surgery Center, L. P. Agreement of Limited Partnership.
3.147*	—	Lander Valley Ambulatory Surgery Center, LLC Certificate of Formation.
3.148*	—	Lander Valley Ambulatory Surgery Center, LLC Limited Liability Company Agreement.
3.149*	—	Lander Valley Medical Center, LLC Certificate of Formation.
3.150*	—	Lander Valley Medical Center, LLC Limited Liability Company Agreement.
3.151*	—	Lander Valley Physician Practices, LLC Certificate of Formation.
3.152*	—	Lander Valley Physician Practices, LLC Limited Liability Company Agreement.
3.153*	—	Las Cruces Physician Practices, LLC Certificate of Formation.
3.154*	—	Las Cruces Physician Practices, LLC Limited Liability Company Agreement.
3.155*	—	LCMC MRI, LLC Certificate of Formation.
3.156*	—	LCMC MRI, LLC Limited Liability Company Agreement.
3.157*	—	LCMC PET, LLC Certificate of Formation.
3.158*	—	LCMC PET, LLC Limited Liability Company Agreement.
3.159*	—	LHSC, LLC (formerly LOSCO, LLC) Certificate of Formation.
3.160*	—	LHSC, LLC (formerly LOSCO, LLC) Limited Liability Company Agreement.
3.161*	—	LifePoint Acquisition Corp. Certificate of Incorporation.
3.162*	—	LifePoint Acquisition Corp. By-Laws.
3.163*	—	LifePoint Asset Management company, Inc. Certificate of Incorporation.

II-28

Exhibit Number		Description of Exhibits
3.164*	—	LifePoint Asset Management company, Inc. By-Laws.
3.165*	—	LifePoint Billing Services, LLC (formerly America Group, LLC) Certificate of Formation.
3.166*	—	LifePoint Billing Services, LLC Amended and Restated Limited Liability Company Agreement.
3.167*	—	LifePoint Corporate Services, General Partnership Statement of Partnership Existence.
3.168*	—	LifePoint Corporate Services, General Partnership Agreement of General Partnership.
3.169*	—	LifePoint CSGP, LLC Certificate of Formation.
3.170*	—	LifePoint CSGP, LLC Limited Liability Company Agreement.
3.171*	—	LifePoint CSLP, LLC Certificate of Formation.
3.172*	—	LifePoint CSLP, LLC Limited Liability Company Agreement.
3.173*	—	LifePoint Holdings 2, LLC Certificate of Formation.
3.174*	—	LifePoint Holdings 2, LLC Limited Liability Company Agreement.
3.175*	—	LifePoint Holdings 3, Inc. Certificate of Incorporation.
3.176*	—	LifePoint Holdings 3, Inc. Bylaws.
3.177*	—	LifePoint Hospitals Holdings, Inc. Certificate of Incorporation.
3.178*	—	LifePoint Hospitals Holdings, Inc. Bylaws.
3.179*	—	LifePoint Medical Group — Hillside, Inc. Charter (formerly Columbia Medical Group — Hillside, Inc.).
3.180*	—	LifePoint Medical Group — Hillside, Inc. Limited Liability Company Agreement.
3.181*	—	LifePoint of GAGP, LLC Certificate of Formation.
3.182*	—	LifePoint of GAGP, LLC Limited Liability Company Agreement.
3.183*	—	LifePoint of Georgia, Limited Partnership Certificate of Limited Partnership.
3.184*	—	LifePoint of Georgia, Limited Partnership Agreement of Limited Partnership.
3.185*	—	LifePoint of Kentucky, LLC Certificate of Formation.
3.186*	—	LifePoint of Kentucky, LLC Limited Liability Company Agreement.
3.187*	—	LifePoint of Lake Cumberland, LLC (formerly Lake Cumberland, LLC) Certificate of Formation.

II-29

Exhibit Number		Description of Exhibits
3.188*	—	LifePoint of Lake Cumberland, LLC Limited Liability Company Agreement.
3.189*	—	LifePoint RC, Inc. (formerly Columbia America RC, Inc.) Certificate of Incorporation.
3.190*	—	LifePoint RC, Inc. (formerly Columbia America RC, Inc.) By-Laws.
3.191*	—	LifePoint VA Holdings, Inc. Certificate of Incorporation.
3.192*	—	LifePoint VA Holdings, Inc. By-Laws.
3.193*	—	LifePoint WV Holdings, Inc. Certificate of Incorporation.
3.194*	—	LifePoint WV Holdings, Inc. By-Laws.
3.195*	—	Livingston Regional Hospital, LLC Certificate of Formation.
3.196*	—	Livingston Regional Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.197*	—	Logan General Hospital, LLC Certificate of Formation.
3.198*	—	Logan General Hospital, LLC Limited Liability Company Agreement.
3.199*	—	Logan Healthcare Partner, LLC Certificate of Formation.
3.200*	—	Logan Healthcare Partner, LLC Limited Liability Company Agreement.
3.201*	—	Logan Medical, LLC Certificate of Formation.
3.202*	—	Logan Medical, LLC Limited Liability Company Agreement.
3.203*	—	Logan Memorial Hospital, LLC Certificate of Formation.
3.204*	—	Logan Memorial Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.205*	—	Logan Physician Practice, LLC Certificate of Formation.
3.206*	—	Logan Physician Practice, LLC Limited Liability Company Agreement.
3.207*	—	Los Alamos Physician Practices, LLC Certificate of Formation.
3.208*	—	Los Alamos Physician Practices, LLC Limited Liability Company Agreement.
3.209*	—	Martinsville Physician Practices, LLC Certificate of Formation.
3.210*	—	Martinsville Physician Practices, LLC Limited Liability Company Agreement.
3.211*	—	Meadowview Physician Practice, LLC Certificate of Formation.
3.212*	—	Meadowview Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.

II-30

Exhibit Number		Description of Exhibits
3.213*	—	Meadowview Regional Medical Center, LLC Certificate of Formation.
3.214*	—	Meadowview Regional Medical Center, LLC Amended and Restated Limited Liability Company Agreement.
3.215*	—	Meadowview Rights, LLC Certificate of Formation.
3.216*	—	Meadowview Rights, LLC Amended and Restated Limited Liability Company Agreement.
3.217*	—	Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC Certificate of Organization.
3.218*	—	Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC Operating Agreement.
3.219*	—	Mexia Principal Healthcare Limited Partnership Certificate of Limited Partnership.
3.220*	—	Mexia Principal Healthcare Limited Partnership Limited Partnership Agreement, including Amendment.
3.221*	—	Mexia-Principal, Inc. Articles of Incorporation.
3.222*	—	Mexia-Principal, Inc. By-Laws.
3.223*	—	Minden Physician Practices, LLC Certificate of Formation.
3.224*	—	Minden Physician Practices, LLC Amended and Restated Limited Liability Company Agreement.
3.225*	—	Northeastern Nevada Physician Practices, LLC Certificate of Formation.
3.226*	—	Northeastern Nevada Physician Practices, LLC Limited Liability Company Agreement.
3.227*	—	Northwest Medical Center-Winfield, LLC Certificate of Formation.
3.228*	—	Northwest Medical Center-Winfield, LLC Limited Liability Company Agreement.
3.229*	—	NWMC-Winfield Physician Practices, LLC Certificate of Formation.
3.230*	—	NWMC-Winfield Physician Practices, LLC Limited Liability Company Agreement.
3.231*	—	Opelousas Imaging Center Partner, LLC Certificate of Formation.
3.232*	—	Opelousas Imaging Center Partner, LLC Limited Liability Company Agreement.
3.233*	—	Opelousas PET/ CT Imaging Center, LLC Certificate of Formation.
3.234*	—	Opelousas PET/ CT Imaging Center, LLC Amended and Restated Limited Liability Company Agreement.

II-31

Exhibit Number		Description of Exhibits
3.235*	—	Orthopedics of Southwest Virginia, LLC Certificate of Organization.
3.236*	—	Orthopedics of Southwest Virginia, LLC Amended and Restated Limited Liability Company Agreement.
3.237*	—	Palestine-Principal G.P., Inc. Articles of Incorporation.
3.238**	—	Palestine-Principal G.P., Inc. By-Laws.
3.239*	—	Palestine Principal Healthcare Limited Partnership Certificate of Limited Partnership.
3.240*	—	Palestine Principal Healthcare Limited Partnership Amended and Restated Limited Partnership Agreement, including Amendment.
3.241*	—	PHC-Ashland, L.P. Certificate of Limited Partnership.
3.242*	—	PHC-Ashland, L.P. Agreement of Limited Partnership.
3.243*	—	PHC-Aviation, Inc. Charter.
3.244*	—	PHC-Aviation, Inc. By-Laws.
3.245*	—	PHC-Belle Glade, Inc. Articles of Incorporation.
3.246*	—	PHC-Belle Glade, Inc. By-Laws.
3.247*	—	PHC-Charlestown, L.P. Certificate of Limited Partnership.
3.248*	—	PHC-Charlestown, L.P. Agreement of Limited Partnership.
3.249*	—	PHC-Cleveland, Inc. Articles of Incorporation.
3.250*	—	PHC-Cleveland, Inc. Bylaws.
3.251*	—	PHC-Doctors’ Hospital, Inc. Articles of Incorporation.
3.252*	—	PHC-Doctors’ Hospital, Inc. Bylaws.
3.253*	—	PHC-Elko, Inc. Articles of Incorporation.
3.254*	—	PHC-Elko, Inc. Bylaws.
3.255*	—	PHC-Fort Mohave, Inc. Articles of Incorporation.
3.256*	—	PHC-Fort Mohave, Inc. Bylaws.
3.257*	—	PHC-Fort Morgan, Inc. Articles of Incorporation.
3.258*	—	PHC-Fort Morgan, Inc. Bylaws.
3.259*	—	PHC Hospitals, LLC Certificate of Formation.

II-32

Exhibit Number		Description of Exhibits
3.260*	—	PHC Hospitals, LLC Limited Liability Company Agreement.
3.261*	—	PHC-Indiana, Inc. Articles of Incorporation.
3.262*	—	PHC-Indiana, Inc. Bylaws.
3.263*	—	PHC-Knox, Inc. Articles of Incorporation.
3.264*	—	PHC-Knox, Inc. Bylaws.
3.265*	—	PHC-Lake Havasu, Inc. Articles of Incorporation.
3.266*	—	PHC-Lake Havasu, Inc. Bylaws.
3.267*	—	PHC-Lakewood, Inc. Articles of Incorporation.
3.268*	—	PHC-Lakewood, Inc. Bylaws.
3.269*	—	PHC-Las Cruces, Inc. Certificate of Incorporation.
3.270*	—	PHC-Las Cruces, Inc. Bylaws.
3.271†	—	PHC-Los Alamos, Inc. Certificate of Incorporation.
3.272†	—	PHC-Los Alamos, Inc. Bylaws.
3.273†	—	PHC-Louisiana, Inc. Articles of Incorporation.
3.274†	—	PHC-Louisiana, Inc. Bylaws.
3.275†	—	PHC-Martinsville, Inc. Articles of Incorporation.
3.276†	—	PHC-Martinsville, Inc. Bylaws.
3.277†	—	PHC-Minden G.P., Inc. Articles of Incorporation.
3.278†	—	PHC-Minden G.P., Inc. Bylaws.
3.279†	—	PHC-Minden, L.P. Partnership Registration Form attaching Agreement of Limited Partnership.
3.280†	—	PHC-Minden, L.P. Agreement of Limited Partnership.
3.281†	—	PHC-Morgan City, L.P. Partnership Registration Form attaching Articles of Limited Partnership.
3.282†	—	PHC-Morgan City, L.P. Amended and Restated Articles of Limited Partnership.
3.283†	—	PHC-Morgan Lake, Inc. Articles of Incorporation.
3.284†	—	PHC-Morgan Lake, Inc. Bylaws.

II-33

Exhibit Number		Description of Exhibits
3.285†	—	PHC-Opelousas, L.P. Partnership Registration Form attaching Agreement of Limited Partnership.
3.286†	—	PHC-Opelousas, L.P. Amended and Restated Agreement of Limited Partnership.
3.287†	—	PHC-Palestine, Inc. Articles of Incorporation.
3.288†	—	PHC-Palestine, Inc. Bylaws.
3.289†	—	PHC-Selma LLC Certificate of Formation.
3.290†	—	PHC-Selma LLC Limited Liability Company Agreement.
3.291†	—	PHC-Tennessee, Inc. Charter
3.292†	—	PHC-Tennessee, Inc. Bylaws.
3.293†	—	PineLake Physician Practice, LLC Certificate of Formation.
3.294†	—	PineLake Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.295†	—	PineLake Regional Hospital, LLC Certificate of Formation.
3.296†	—	PineLake Regional Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.297†	—	Poitras Practice, LLC Certificate of Formation.
3.298†	—	Poitras Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.299†	—	PRHC-Alabama, LLC Certificate of Formation.
3.300†	—	PRHC-Alabama, LLC Limited Liability Company Agreement.
3.301†	—	PRHC-Ennis G.P. Inc. (formerly PHC-Trinity Valley, Inc.) Articles of Incorporation.
3.302†	—	PRHC-Ennis G.P. Inc. (formerly PHC-Trinity Valley, Inc.) By-Laws.
3.303†	—	PRHC-Ennis, L.P. (formerly PHC-Palestine (Trinity), L.P.) Certificate of Limited Partnership.
3.304†	—	PRHC-Ennis, L.P. (formerly PHC-Palestine (Trinity), L.P.) Agreement of Limited Partnership including Amendment No. 1.
3.305†	—	Principal Hospital Company of Nevada, Inc. Articles of Incorporation.
3.306†	—	Principal Hospital Company of Nevada, Inc. Bylaws.
3.307†	—	Principal Knox, L.L.C. Certificate of Formation.

II-34

Exhibit Number		Description of Exhibits
3.308†	—	Principal Knox, L.L.C. Second Amended and Restated Limited Liability Company Agreement.
3.309†	—	Principal Knox, L.P. Certificate of Limited Partnership.
3.310†	—	Principal Knox, L.P. Agreement of Limited Partnership including Amendment.
3.311†	—	Principal Needles, Inc. Charter.
3.312†	—	Principal Needles, Inc. Bylaws.
3.313†	—	Province Healthcare Company Amended and Restated Certificate of Incorporation.
3.314†	—	Province Healthcare Company Amended and Restated By-Laws.
3.315†	—	Putnam Ambulatory Surgery Center, LLC Certificate of Formation.
3.316†	—	Putnam Ambulatory Surgery Center, LLC Amended and Restated Operating Agreement.
3.317†	—	Putnam Community Medical Center, LLC Certificate of Formation.
3.318†	—	Putnam Community Medical Center, LLC Limited Liability Company Agreement.
3.319†	—	Putnam Physician Practices, LLC Certificate of Formation.
3.320†	—	Putnam Physician Practices, LLC Limited Liability Company Agreement.
3.321†	—	R. Kendall Brown Practice, LLC Certificate of Formation.
3.322†	—	R. Kendall Brown Practice, LLC Amended and Restated Limited Liability Company Agreement. Raleigh.
3.323†	—	Raleigh General Hospital, LLC Articles of Organization.
3.324†	—	Raleigh General Hospital, LLC Amended and Restated Operating Agreement
3.325†	—	River Parishes Holdings, LLC Certificate of Formation.
3.326†	—	River Parishes Holdings, LLC Limited Liability Company Agreement.
3.327†	—	River Parishes Hospital, LLC Certificate of Formation.
3.328†	—	River Parishes Hospital, LLC Limited Liability Company Agreement.
3.329†	—	River Parishes Partner, LLC Certificate of Formation.
3.330†	—	River Parishes Partner, LLC Limited Liability Company Agreement.
3.331†	—	River Parishes Physician Practices, LLC Certificate of Formation
3.332†	—	River Parishes Physician Practices, LLC Limited Liability Company Agreement.

II-35

Exhibit Number		Description of Exhibits
3.333†	—	Riverton Ambulatory Surgery Center, LLC Certificate of Formation.
3.334†	—	Riverton Ambulatory Surgery Center, LLC Limited Liability Company Agreement.
3.335†	—	Riverton Memorial Hospital, LLC Certificate of Formation.
3.336†	—	Riverton Memorial Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.337†	—	Riverton Oncology Practice, LLC Certificate of Formation.
3.338†	—	Riverton Oncology Practice, LLC Limited Liability Company Agreement.
3.339†	—	Riverton Physician Practices, LLC Certificate of Formation.
3.340†	—	Riverton Physician Practices, LLC Amended and Restated Limited Liability Company Agreement.
3.341†	—	Riverview Medical Center, LLC Certificate of Formation.
3.342†	—	Riverview Medical Center, LLC Amended and Restated Limited Liability Company Agreement.
3.343†	—	Rockdale Hospital, LLC Certificate of Formation.
3.344†	—	Rockdale Hospital, LLC Limited Liability Company Agreement.
3.345†	—	Rockdale Physician Practices, LLC Certificate of Formation.
3.346†	—	Rockdale Physician Practices, LLC Limited Liability Company Agreement.
3.347†	—	Russellville Hospital, LLC Certificate of Formation.
3.348†	—	Russellville Hospital, LLC Limited Liability Company Agreement.
3.349†	—	Russellville Physician Practices, LLC Certificate of Formation.
3.350†	—	Russellville Physician Practices, LLC Limited Liability Company Agreement.
3.351†	—	Select Healthcare, LLC Certificate of Formation.
3.352†	—	Select Healthcare, LLC Amended and Restated Limited Liability Company Agreement.
3.353†	—	Selma Diagnostic Imaging, LLC Certificate of Formation.
3.354†	—	Selma Diagnostic Imaging, LLC Limited Liability Company Agreement.
3.355†	—	Siletchnik Practice, LLC Certificate of Formation.
3.356†	—	Siletchnik Practice, LLC Limited Liability Company Agreement.

II-36

Exhibit Number		Description of Exhibits
3.357†	—	Smith County Memorial Hospital, LLC Certificate of Formation.
3.358†	—	Smith County Memorial Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.359†	—	Somerset Surgery Partner, LLC Certificate of Formation.
3.360†	—	Somerset Surgery Partner, LLC Amended and Restated Limited Liability Company Agreement.
3.361†	—	Southern Tennessee EMS, LLC Certificate of Formation.
3.362†	—	Southern Tennessee EMS, LLC Amended and Restated Limited Liability Company Agreement.
3.363†	—	Southern Tennessee Medical Center, LLC Certificate of Formation.
3.364†	—	Southern Tennessee Medical Center, LLC Limited Liability Company Agreement.
3.365†	—	Southern Tennessee PHO, LLC Certificate of Formation.
3.366†	—	Southern Tennessee PHO, LLC Limited Liability Company Agreement.
3.367†	—	Spring View Hospital, LLC Certificate of Formation Limited Liability Company Agreement.
3.368†	—	Spring View Hospital, LLC Limited Liability Company Agreement.
3.369†	—	Spring View Physician Practices, LLC Certificate of Formation.
3.370†	—	Spring View Physician Practices, LLC Limited Liability Company Agreement.
3.371†	—	Springhill Medical Center, LLC Certificate of Formation.
3.372†	—	Springhill Medical Center, LLC Amended and Restated Limited Liability Company Agreement.
3.373†	—	Starke Physician Practices, LLC Certificate of Formation.
3.374†	—	Starke Physician Practices, LLC Limited Liability Company Agreement.
3.375†	—	Sumner Physician Practices, LLC Certificate of Formation.
3.376†	—	Sumner Physician Practices, LLC Limited Liability Company Agreement.
3.377†	—	Sumner Real Estate Holdings, LLC Certificate of Formation.
3.378†	—	Sumner Real Estate Holdings, LLC Limited Liability Company Agreement.
3.379†	—	Sumner Regional Medical Center, LLC Certificate of Formation.
3.380†	—	Sumner Regional Medical Center, LLC Limited Liability Company Agreement.

II-37

Exhibit Number		Description of Exhibits
3.381†	—	Texas Specialty Physicians Certificate of Formation.
3.382†	—	Texas Specialty Physicians Bylaws.
3.383†	—	The MRI Center of Northwest Alabama, LLC (formerly Winfield MRI Center, LLC) Certificate of Formation.
3.384†	—	The MRI Center of Northwest Alabama, LLC Limited Liability Company Agreement.
3.385†	—	THM Physician Practice, LLC Certificate of Formation.
3.386†	—	THM Physician Practice, LLC Amended and Restated Limited Liability Company Agreement.
3.387†	—	Trousdale Medical Center, LLC Certificate of Formation.
3.388†	—	Trousdale Medical Center, LLC Limited Liability Company Agreement.
3.389†	—	Valley View Physician Practices, LLC Certificate of Formation.
3.390†	—	Valley View Physician Practices, LLC Limited Liability Company Agreement.
3.391†	—	Vaughn Physician Practices, LLC Certificate of Formation.
3.392†	—	Vaughn Physician Practices, LLC Limited Liability Company Agreement.
3.393†	—	Ville Platte Medical Center, LLC Certificate of Formation.
3.394†	—	Ville Platte Medical Center, LLC Limited Liability Company Agreement.
3.395†	—	Ville Platte Physician Practices, LLC Certificate of Formation.
3.396†	—	Ville Platte Physician Practices, LLC Limited Liability Company Agreement.
3.397†	—	West Virginia Management Services Organization, Inc. Articles of Incorporation.
3.398†	—	West Virginia Management Services Organization, Inc. Bylaws.
3.399†	—	Western Plains Physician Practices, LLC Certificate of Formation.
3.400†	—	Western Plains Physician Practices, LLC Limited Liability Company Agreement.
3.401†	—	Western Plains Regional Hospital, LLC Certificate of Formation.
3.402†	—	Western Plains Regional Hospital, LLC Amended and Restated Limited Liability Company Agreement.
3.403†	—	Woodford Hospital, LLC Certificate of Formation.
3.404†	—	Woodford Hospital, LLC Limited Liability Company Agreement.

II-38

Exhibit Number		Description of Exhibits
3.405†	—	Wyoming Holdings, LLC Certificate of Formation.
3.406†	—	Wyoming Holdings, LLC Limited Liability Company Agreement.
3.407†	—	Wythe County Community Hospital, LLC Certificate of Formation.
3.408†	—	Wythe County Community Hospital LLC Limited Liability Company Agreement.
3.409†	—	Wythe County Physician Practices, LLC Certificate of Formation.
3.410†	—	Wythe County Physician Practices, LLC Limited Liability Company Agreement.
3.411†	—	Zone, Incorporated Certificate of Incorporation.
3.412†	—	Zone, Incorporated By-Laws.
4.1	—	Form of 3.25% Convertible Senior Subordinated Debenture due 2025 (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated August 10, 2005, File No. 000-51251).
4.2	—	Registration Rights Agreement, dated August 10, 2005, between LifePoint Hospitals, Inc. and Citigroup Global Markets Inc. as Representatives of the Initial Purchasers (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated August 10, 2005, File No. 000-51251).
4.3	—	Subordinated Indenture, dated as of May 27, 2003, between Province Healthcare Company and U.S. Bank Trust National Association, as Trustee (incorporated by reference from exhibits to Province Healthcare Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 001-31320).
4.4	—	First Supplemental Indenture to Subordinated Indenture, dated as of May 27, 2003, by and among Province Healthcare Company and U.S. Bank National Association, as Trustee, relating to Province Healthcare Company’s 71/2% Senior Subordinated Notes due 2013 (incorporated by reference from exhibits to Province Healthcare Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 001-31320).
4.5	—	Second Supplemental Indenture to Subordinated Indenture, dated as of April 1, 2005, by and among Province Healthcare Company and U.S. Bank National Association, as Trustee (incorporated by reference from exhibits to Province Healthcare Company’s Current Report on Form 8-K dated April 1, 2005, File No. 001-31320).
4.6	—	Indenture, dated August 10, 2005, between LifePoint Hospitals, Inc. and Citibank, N.A., as Trustee (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated August 10, 2005, File No. 000-51251).
4.7	—	Indenture, dated May 29, 2007, by and between LifePoint Hospitals, Inc. as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 31, 2007, File No. 000-51251).

II-39

Exhibit Number		Description of Exhibits
4.8	—	Indenture, dated September 23, 2010, by and among LifePoint Hospitals, Inc., the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A. as trustee (including the Form of 6.625% Senior Notes due 2020) (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated September 27, 2010, File No. 000-51251).
4.9	—	Registration Rights Agreement, dated September 23, 2010, by and among LifePoint Hospitals, Inc., the Guarantors (as defined therein) and Barclays Capital Inc as representative of the several initial purchasers (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated September 27, 2010, File No. 000-51251).
5.1*	—	Opinion of Dewey & LeBoeuf LLP.
10.1	—	Computer and Data Processing Services Agreement, dated May 19, 2008, by and between HCA Information Technology Services, Inc. and LifePoint Hospitals, Inc. (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 21, 2008, File No. 000-51251).
10.2	—	Comprehensive Service Agreement for Diagnostic Imaging and Biomedical Services, executed on January 7, 2005, between LifePoint Hospital Holdings, Inc. and GE Healthcare Technologies (incorporated by reference from exhibits to the Historic LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2004, File No. 000-29818).
10.3	—	Amended and Restated 1998 Long-Term Incentive Plan, as amended by the Amendment dated May 13, 2008, the Amendment dated December 10, 2008, the Amendment dated April 27, 2010, and the Amendment dated June 8, 2010 (incorporated by reference from Appendix A and B to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.4	—	Form of LifePoint Hospitals, Inc. Nonqualified Stock Option Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.5	—	Form of LifePoint Hospitals, Inc. Restricted Stock Award Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.6	—	LifePoint Hospitals, Inc. Executive Performance Incentive Plan (incorporated by reference from Appendix C to the Historic LifePoint Hospitals, Inc. Proxy Statement dated April 28, 2004, File No. 000-29818).
10.7	—	First Amendment, dated December 10, 2008, to the LifePoint Hospitals, Inc. Executive Performance Incentive Plan (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2008, File No. 000-51251).
10.8	—	Form of LifePoint Hospitals, Inc. Performance Award Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.9	—	LifePoint Hospitals, Inc. Change in Control Severance Plan, as amended and restated (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on

II-40

Exhibit Number		Description of Exhibits
		Form 8-K dated December 16, 2008, File No. 000-51251).
10.10	—	LifePoint Hospitals, Inc. Amended and Restated Management Stock Purchase Plan, as amended by the Amendment dated May 22, 2003, the Amendment dated May 13, 2008, the Amendment dated December 10, 2008, the Amendment dated March 24, 2009, the Amendment dated April 27, 2010, and the Amendment dated June 8, 2010 (incorporated by reference from Appendix C and D to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.11	—	Form of Outside Directors Restricted Stock Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, File No. 000-51251).
10.12	—	Amended and Restated LifePoint Hospitals, Inc. Outside Directors Stock and Incentive Compensation Plan, dated May 14, 2008 (incorporated by reference from Appendix F to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.13	—	Amendment dated March 24, 2009, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, File No. 000-51251).
10.14	—	Amendment dated April 27, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from Appendix F to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.15	—	Amendment dated June 8, 2010, to the LifePoint Hospitals, Inc. Amended and Restated Outside Directors Stock and Incentive Compensation Plan (incorporated by reference from Appendix E to the LifePoint Hospitals, Inc. Proxy Statement filed April 29, 2010, File No. 000-51251).
10.16	—	Form of LifePoint Hospitals, Inc. Deferred Restricted Stock Award (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.17	—	Amendment to the LifePoint Hospitals Deferred Compensation Plan, dated December 22, 2010 (incorporated by reference from exhibit 10.1 to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 000-51251).
10.18	—	Amendment to the LifePoint Hospitals Deferred Compensation Plan, dated March 14, 2011 (incorporated by reference from exhibit 10.2 to the LifePoint Hospitals, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, File No. 000-51251).
10.19	—	LifePoint Hospitals Deferred Compensation Plan (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated December 15, 2009, File No. 000-51251).
10.20	—	Credit Agreement, dated as of April 15, 2005, by and among LifePoint Hospitals, Inc., as borrower, the lenders referred to therein, Citicorp North America, Inc. as administrative agent, Bank of America, N.A., CIBC World Markets Corp., SunTrust Bank, UBS Securities LLC, as co syndication agents and Citigroup Global Markets, Inc., as sole lead arranger and

II-41

Exhibit Number		Description of Exhibits
		sole bookrunner (incorporated by reference from exhibits to LifePoint Hospitals, Inc. Current Report on Form 8-K dated April 19, 2005, File No. 000-51251).
10.21	—	Incremental Facility Amendment dated August 23, 2005, among LifePoint Hospitals, Inc., as borrower, Citicorp North America, Inc., as administrative agent and the lenders party thereto (incorporated by reference from exhibits to LifePoint Hospitals’ Current Report on Form 8-K dated August 23, 2005, File No. 000-51251).
10.22	—	Amendment No. 2 to the Credit Agreement, dated October 14, 2005, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc., as administrative agent and the lenders party thereto (incorporated by reference from exhibits to LifePoint Hospitals’ Current Report on Form 8-K dated October 18, 2005, File No. 000-51251).
10.23	—	Incremental Facility Amendment No. 3 to the Credit Agreement, dated June 30, 2006 among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc. as administrative agent and the lenders party thereto. (incorporated by reference from exhibits to LifePoint Hospitals’ Current Report on Form 8-K dated June 30, 2006, File No. 000-51251).
10.24	—	Incremental Facility Amendment No. 4 to the Credit Agreement, dated September 8, 2006, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc. as administrative agent and the lenders party thereto (incorporated by reference from exhibits to LifePoint Hospitals’ Current Report on Form 8-K dated September 12, 2006, File No. 000-51251).
10.25	—	Amendment No. 5 to the Credit Agreement, dated as of May 11, 2007, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc., as administrative agent and the lenders party thereto (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 24, 2007, File No. 000-51251).
10.26	—	Amendment No. 6 to the Credit Agreement, dated as of April 6, 2009, among LifePoint Hospitals, Inc., as borrower, Citicorp North America, Inc., as administrative agent and the lenders party thereto (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, File No. 000-51251).
10.27	—	Amendment No. 7 to the Credit Agreement, dated as of February 26, 2010, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc. as administrative agent and the lenders party thereto (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated March 1, 2010, File No. 000-51251).
10.28	—	Amendment No. 8 to the Credit Agreement, dated as of September 17, 2010, among LifePoint Hospitals, Inc. as borrower, Citicorp North America, Inc. as administrative agent and the lenders party thereto (filed herewith).
10.29	—	ISDA 2002 Master Agreement, dated as of June 1, 2006, between Citibank, N.A. and LifePoint Hospitals, Inc. (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K/A dated September 8, 2006, File No. 000-51251).
10.30	—	Schedule to the ISDA 2002 Master Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K/A dated September 8, 2006, File No. 000-51251).
10.31	—	Confirmation, dated as of June 2, 2006, between LifePoint Hospitals, Inc. and Citibank, N.A. (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K/A dated September 8, 2006, File No. 000-51251).

II-42

Exhibit Number		Description of Exhibits
10.32	—	Executive Severance and Restrictive Covenant Agreement, dated December 11, 2008, by and between LifePoint CSGP, LLC and William F. Carpenter III (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K for the year ended December 31, 2008, File No. 000-51251).*
10.33	—	Form of Indemnification Agreement (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated August 29, 2008, File No. 000-51251).
10.34	—	Recoupment Policy Relating to Unearned Incentive Compensation of Executive Officers (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated May 20, 2008, File No. 000-51251).
10.35	—	Purchase Agreement dated September 20, 2010 among LifePoint Hospitals, Inc., the Guarantors party thereto, Barclays Capital Inc., as representative of the Initial Purchasers named therein (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated September 24, 2010, File No. 000-51251).
12.1*	—	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
21.1*	—	List of Subsidiaries.
23.1*	—	Consent of Independent Registered Public Accounting Firm.
23.2*	—	Consent of Dewey & LeBoeuf LLP (included in its opinion filed as Exhibit 5.1).
24.1*	—	Powers of Attorney (included in signature pages hereto).
25.1*	—	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee under the Indenture, dated September 23, 2010 by and among LifePoint Hospitals, Inc., the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1*	—	Form of Letter of Transmittal.
99.2*	—	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.3*	—	Form of Letter to Clients.
99.4*	—	Form of Notice of Guaranteed Delivery.

*	Filed herewith
†	To be filed by amendment
(b)	FINANCIAL STATEMENT SCHEDULES

     Financial schedules are omitted because they are not applicable or the information is incorporated herein by reference.

II-43

ITEM 22 UNDERTAKINGS

     (a) The undersigned registrants hereby undertake:

     (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

     (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

     (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

     (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

     (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-44

SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, as amended, LifePoint Hospitals, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint Hospitals, Inc.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Chief Executive Officer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post-effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ William F. Carpenter III William F. Carpenter III	Chairman and Chief Executive Officer, Director (Principal Executive Officer)	May 6, 2011
/s/ Jeffrey S. Sherman Jeffrey S. Sherman	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 6, 2011
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 6, 2011
/s/ Gregory T. Bier Gregory T. Bier	Director	May 6, 2011
/s/ Richard H. Evans Richard H. Evans	Director	May 6, 2011

Signature	Title	Date
/s/ DeWitt Ezell, Jr. DeWitt Ezell, Jr.	Director	May 6, 2011
/s/ Michael P. Haley Michael P. Haley	Director	May 6, 2011
/s/ Marguerite W. Kondracke Marguerite W. Kondracke	Director	May 6, 2011
/s/ John E. Maupin, Jr. John E. Maupin, Jr.	Director	May 6, 2011
/s/ Owen G. Shell, Jr. Owen G. Shell, Jr.	Lead Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Brim Hospitals, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Care Health Company, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Clinch Valley Medical Center, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Thomas M. Weiss Thomas M. Weiss	President, Director	May 6, 2011
/s/ Thomas H. Butler, Jr. Thomas H. Butler, Jr.	Chief Financial Officer	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Community Hospital of Andalusia, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Donald J. Bivacca Donald J. Bivacca	President, Director	May 6, 2011
/s/ John Kerndl John Kerndl	Chief Financial Officer	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Dodge City Healthcare Partner, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Thomas M. Weiss Thomas M. Weiss	President, Director	May 6, 2011
/s/ Thomas H Butler, Jr. Thomas H Butler, Jr.	Chief Financial Officer	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Historic LifePoint Hospitals, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Kansas Healthcare Management Company, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Kentucky Physician Services, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Jess N. Judy Jess N. Judy	President, Director	May 6, 2011
/s/ W. Vail Willis W. Vail Willis	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint Asset Management Company, Inc.

By:	/s/ Mary S. Stawikey
	Mary S. Stawikey
	President

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Mary S. Stawikey Mary S. Stawikey	President, Director	May 6, 2011
/s/ Darryl E. Smith Darryl E. Smith	Secretary and Treasurer	May 6, 2011
/s/ Penny Brake Penny Brake	Director	May 6, 2011
/s/ Christopher J. Monte Christopher J. Monte	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint Holdings 3, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint Medical Group — Hillside, Inc

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Jess N. Judy Jess N. Judy	President, Director	May 6, 2011
/s/ W. Vail Willis W. Vail Willis	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint RC, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint VA Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint WV Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Mexia-Principal, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein Robert N. Klein	President, Director	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Palestine-Principal G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein Robert N. Klein	President, Director	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Aviation, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Belle Glade, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Cleveland, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein Robert N. Klein	President, Director	May 6, 2011
/s/ Steve W. Frantz Steve W. Frantz	Chief Financial Officer	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Doctors’ Hospital, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Elko, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein Robert N. Klein	President, Director	May 6, 2011
/s/ Steve W. Frantz Steve W. Frantz	Chief Financial Officer	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Fort Mohave, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Donald J. Bivacca Donald J. Bivacca	President, Director	May 6, 2011
/s/ John Kerndl John Kerndl	Chief Financial Officer	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Fort Morgan, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein Robert N. Klein	President, Director	May 6, 2011
/s/ Steve W. Frantz Steve W. Frantz	Chief Financial Officer	May 6, 2011
/s/ R. Scott Raplee R. Scott Raplee	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Indiana, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
/s/ David M. Dill David M. Dill	President, Director	May 6, 2011
/s/ Paul D. Gilbert Paul D. Gilbert	Director	May 6, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Knox, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Lake Havasu, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Donald J. Bivacca	President, Director	May 6, 2011
Donald J. Bivacca
/s/ John Kerndl	Chief Financial Officer	May 6, 2011
John Kerndl
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Lakewood, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ Michael B. Clark	President, Director	May 6, 2011
Michael B. Clark
/s/ A. Gene Smith	Chief Financial Officer	May 6, 2011
A. Gene Smith
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Las Cruces, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Donald J. Bivacca	President, Director	May 6, 2011
Donald J. Bivacca
/s/ John Kerndl	Chief Financial Officer	May 6, 2011
John Kerndl
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Los Alamos, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Donald J. Bivacca	President, Director	May 6, 2011
Donald J. Bivacca
/s/ John Kerndl	Chief Financial Officer	May 6, 2011
John Kerndl
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Louisiana, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ Michael B. Clark	President, Director	May 6, 2011
Michael B. Clark
/s/ A. Gene Smith	Chief Financial Officer	May 6, 2011
A. Gene Smith
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Martinsville, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Thomas M. Weiss	President, Director	May 6, 2011
Thomas M. Weiss
/s/ Thomas H. Butler, Jr.	Chief Financial Officer	May 6, 2011
Thomas H. Butler, Jr.
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Minden G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ Michael B. Clark	President, Director	May 6, 2011
Michael B. Clark
/s/ A. Gene Smith	Chief Financial Officer	May 6, 2011
A. Gene Smith
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Morgan Lake, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ Michael B. Clark	President, Director	May 6, 2011
Michael B. Clark
/s/ A. Gene Smith	Chief Financial Officer	May 6, 2011
A. Gene Smith
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Palestine, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein	President, Director	May 6, 2011
Robert N. Klein
/s/ Steve W. Frantz	Chief Financial Officer	May 6, 2011
Steve W. Frantz
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Tennessee, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PRHC-Ennis G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein	President, Director	May 6, 2011
Robert N. Klein
/s/ Steve W. Frantz	Chief Financial Officer	May 6, 2011
Steve W. Frantz
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Principal Hospital Company of Nevada, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein	President, Director	May 6, 2011
Robert N. Klein
/s/ Steve W. Frantz	Chief Financial Officer	May 6, 2011
Steve W. Frantz
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Principal-Needles, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

West Virginia Management Services Organization, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein	President, Director	May 6, 2011
Robert N. Klein
/s/ Steve W. Frantz	Chief Financial Officer	May 6, 2011
Steve W. Frantz
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

REGISTRANTS (as listed on the attached Schedule I of Subsidiary Registrants)

By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

REGISTRANTS

Lander Valley Medical Center, LLC
Lander Valley Physican Practices, LLC
Wyoming Holdings, LLC
By: Sole Member
Community Hospital of Andalusia, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Donald J. Bivacca	President, Director	May 6, 2011
Donald J. Bivacca
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

REGISTRANTS (as listed on the attached Schedule II of Subsidiary Registrants)

By: Sole Member
LifePoint Holdings 3, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

REGISTRANTS (as listed on the attached Schedule III of Subsidiary Registrants)

By: Sole Member
Province Healthcare Company

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Raleigh General Hospital, LLC
By: Sole Member
LifePoint WV Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Ashland Physician Services, LLC
By: Sole Member
PHC-Tennessee, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

HRMC, LLC
By: Sole Member
PHC-Lake Havasu, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ R. Scott Raplee	President, Director	May 6, 2011
R. Scott Raplee
/s/ Donald J. Bivacca	Director	May 6, 2011
Donald J. Bivacca

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Principal Knox, L.L.C.
By: Sole Member
PHC-Knox, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Kansas Healthcare Management Services, LLC
By: Sole Member
Kansas Healthcare Management Company, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

REGISTRANTS

Clinch Professional Physican Services, LLC
Clinch Valley Endocrinology, LLC
Clinch Valley Pulmonology, LLC
Clinch Valley Urology, LLC
Orthopedics of Southwest Virgina, LLC
By: Sole Member
LifePoint VA Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Bartow Healthcare System, Ltd.
By: General Partner
Bartow General Partner, LLC
By: Managing Member
LifePoint Holdings 2, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Bartow Healthcare System, Ltd.
By: Limited Partner
Bartow Memorial Limited Partner, LLC
By: Managing Member
LifePoint Holdings 2, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint Corporate Services, General Partnership
By: Limited Partner
LifePoint CSLP, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint Corporate Services, General Partnership
By: General Partner
LifePoint CSGP, LLC
By: Managing Member
LifePoint Holdings 2, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint of Georgia, Limited Partnership
By: Limited Partner
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

LifePoint of Georgia, Limited Partnership
By: General Partner
LifePoint of GAGP, LLC
By: Managing Member
LifePoint Holdings 2, LLC
By: Sole Member
LifePoint Hospitals Holdings, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Mexia Principal Healthcare Limited Partnerhsip
By: General Partner
Mexia-Principal, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein	President, Director	May 6, 2011
Robert N. Klein
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

REGISTRANTS

Mexia Principal Healthcare Limited Partnerhsip
PHC-Ashland, L.P.
PHC-Ennis, L.P.
By: Limited Partner
Principal Hospital Company of Nevada, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein	President, Director	May 6, 2011
Robert N. Klein
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Ashland, L.P.
By: General Partner
PHC-Tennessee, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Charlestown, L.P.
By: General Partner
PHC-Indiana, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Charlestown, L.P.
By: Limited Partner
PHC-Hospitals, LLC
By: Sole Member
Province Healthcare Company

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Minden, L.P.
By: General Partner
PHC-Minden G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ Michael B. Clark	President, Director	May 6, 2011
Michael B. Clark
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

REGISTRANTS

PHC-Minden, L.P..
PHC-Opelousas, L.P.
By: Limited Partner
PHC-Lousiana, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ Michael B. Clark	President, Director	May 6, 2011
Michael B. Clark
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Morgan City, L.P.
By: General Partner
PHC-Lakewood, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ Michael B. Clark	President, Director	May 6, 2011
Michael B. Clark
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Morgan City, L.P.
By: General Partner
PHC-Morgan Lake, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ Michael B. Clark	President, Director	May 6, 2011
Michael B. Clark
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PHC-Opelousas, L.P.
By: General Partner
PHC-Doctors’ Hospital., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

PRHC-Ennis, L.P.
By: General Partner
PRHC-Ennis G.P., Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President, Treasurer and Secretary

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin Michael S. Coggin	Senior Vice President, Treasurer and Secretary	May 6, 2011
/s/ Robert N. Klein	President, Director	May 6, 2011
Robert N. Klein
/s/ R. Scott Raplee	Director	May 6, 2011
R. Scott Raplee

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Principal Knox, L.P.
By: General Partner
PHC-Knox, Inc.

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, commonwealth of Tennessee, on the 6th day of May, 2011.

Principal Knox, L.P.
By: Limitedl Partner
Province Healthcare Company

By:	/s/ Michael S. Coggin
	Michael S. Coggin
	Senior Vice President and Treasurer

     We, the undersigned directors and officers, do hereby severally constitute and appoint Paul D. Gilbert and Jeffrey S. Sherman, and each of them severally, our true and lawful attorneys-in-fact and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys-in-fact and agents may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4, including specifically, but without limitation, power and authority to sign for us or any of us, in our names in the capacities indicated below, any and all amendments (including pre- and post- effective amendments) hereto and any related registration statement and amendments thereto; and we do each hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael S. Coggin	Senior Vice President and Treasurer	May 6, 2011
Michael S. Coggin
/s/ David M. Dill	President, Director	May 6, 2011
David M. Dill
/s/ Paul D. Gilbert	Director	May 6, 2011
Paul D. Gilbert

Schedule I: Registrants

AMERICA MANAGEMENT COMPANIES, LLC
LIFEPOINT BILLING SERVICES, LLC

By: LifePoint Corporate Services, General Partnership

AMG-CROCKETT, LLC
AMG-HILCREST, LLC
AMG-LIVINGSTON, LLC
AMG-LOGAN, LLC
AMG-SOUTHERN TENNESSEE, LLC
AMG-TRINITY, LLC
ATHENS PHYSICIANS PRACTICE, LLC
ATHENS REGIONAL MEDICAL CENTER, LLC
BARTOW GENERAL PARTNER, LLC
BARTOW MEMORIAL LIMITED PARTNER, LLC
BULLITT COUNTY HOSPITAL, LLC
COMMUNITY-BASED SERVICES, LLC
COMMUNITY MEDICAL, LLC
CROCKETT HOSPITAL, LLC
CROCKETT PHO, LLC
DANVILLE DIAGNOSTIC IMAGING CENTER, LLC
DANVILLE PHYSICIAN PRACTICES, LLC
DANVILLE REGIONAL MEDICAL CENTER, LLC
GEORGETOWN REHABILITATION, LLC
HDP ANDALUSIA, LLC
HDP GEORGETOWN, LLC
HILLSIDE HOSPITAL, LLC
HST PHYSICIAN PRACTICE, LLC
HTI GEORGETOWN, LLC
HTI PINELAKE, LLC
HURRICANE HEALTHCARE PARTNER, LLC
KENTUCKY HOSPITAL, LLC
KENTUCKY MEDSERV, LLC
LHSC, LLC
LIFEPOINT CSGP, LLC
LIFEPOINT OF GAGP, LLC
LIVINGSTON REGIONAL HOSPITAL, LLC
LOGAN MEDICAL, LLC
MEADOWVIEW RIGHTS, LLC
OPELOUSAS IMAGING CENTER PARTNER, LLC
PUTNAM COMMUNITY MEDICAL CENTER, LLC
PUTNAM PHYSICIAN PRACTICES, LLC
RIVER PARISHES HOLDINGS, LLC
RIVER PARISHES HOSPITAL, LLC
RIVER PARISHES PARTNER, LLC
RIVER PARISHES PHYSICIAN PRACTICES, LLC
RIVERVIEW MEDICAL CENTER, LLC
ROCKDALE HOSPITAL, LLC
ROCKDALE PHYSICIAN PRACTICES, LLC
SELECT HEALTHCARE, LLC
SMITH COUNTY MEMORIAL HOSPITAL, LLC
SOUTHERN TENNESSEE EMS, LLC
SOUTHERN TENNESSEE MEDICAL CENTER, LLC
SOUTHERN TENNESSEE PHO, LLC
SPRING VIEW HOSPITAL, LLC

SPRING VIEW PHYSICIAN PRACTICES, LLC
SPRINGHILL MEDICAL CENTER, LLC
THM PHYSICIAN PRACTICE, LLC
VILLE PLATTE MEDICAL CENTER, LLC
VILLE PLATTE PHYSICIAN PRACTICES, LLC
WYTHE COUNTY COMMUNITY HOSPITAL, LLC
WYTHE COUNTY PHYSICIAN PRACTICES, LLC

By: LifePoint Holdings 2, Inc.

ASHLEY VALLEY MEDICAL CENTER, LLC
ASHLEY VALLEY PHYSICIAN PRACTICE, LLC
CASTLEVIEW MEDICAL, LLC
GUYAN VALLEY HOSPITAL, LLC
HALSTEAD HOSPITAL, LLC
LIFEPOINT CSLP, LLC
LOGAN GENERAL HOSPITAL, LLC
POITRAS PRACTICE, LLC
RIVERTON MEMORIAL HOSPITAL, LLC
RIVERTON ONCOLOGY PRACTICE, LLC
RIVERTON PHYSICIAN PRACTICES, LLC
WESTERN PLAINS REGIONAL HOSPITAL, LLC

BARROW MEDICAL CENTER, LLC
INTEGRATED PHYSICIAN SERVICES, LLC

By: LifePoint of Georgia, Limited Partnership

CASTLEVIEW HOSPITAL, LLC
CASTLEVIEW PHYSICIAN PRACTICE, LLC

By: Castleview Medical, LLC

LOGAN HEALTHCARE PARTNER, LLC

By: Logan General Hospital, LLC

PUTNAM AMBULATORY SURGERY CENTER, LLC

By: Putnam Community Medical Center, LLC

LIFEPOINT HOLDINGS 2, LLC

DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC

By: Danville Regional Medical Center, LLC

WESTERN PLAINS PHYSICIAN PRACTICES, LLC

By: Dodge City Healthcare Group, LLC

Schedule II: Registrants

AMG-HILLSIDE, LLC

By: Lifepoint Medical Group — Hillside, Inc.

BOURBON COMMUNITY HOSPITAL, LLC
BOURBON PHYSICIAN PRACTICE, LLC
BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC
GEORGETOWN COMMUNITY HOSPITAL, LLC
HCK LOGAN MEMORIAL, LLC
KENTUCKY MSO, LLC
LOGAN MEMORIAL HOSPITAL, LLC
LOGAN PHYSICIAN PRACTICE, LLC
MEADOWVIEW PHYSICIAN PRACTICE, LLC
MEADOWVIEW REGIONAL MEDICAL CENTER, LLC
PINELAKE PHYSICIAN PRACTICE, LLC
PINELAKE REGIONAL HOSPITAL, LLC
R. KENDALL BROWN PRACTICE, LLC
SILETCHNIK PRACTICE, LLC
WOODFORD HOSPITAL, LLC

By: Lifepoint of Kentucky, LLC

LAKE CUMBERLAND CARDIOLOGY ASSOCIATES, LLC
LAKE CUMBERLAND PHYISCIAN PRACTICES, LLC
LAKE CUMBERLAND REGIONAL HOSPITAL, LLC
LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL ORGANIZATION, LLC
SOMERSET SURGERY PARTNER, LLC

By: Lifepoint of Lake Cumberland, LLC

ANDALUSIA PHYSICIAN PRACTICES, LLC
LAKELAND COMMUNITY HOSPITAL, LLC
LAKELAND PHYSICIAN PRACTICES, LLC
LIFEPOINT OF KENTUCKY, LLC
LIFEPOINT OF LAKE CUMBERLAND, LLC
NORTHWEST MEDICAL CENTER-WINFIELD, LLC
NWMC-WINFIELD PHYSICIAN PRACTICES, LLC
RUSSELLVILLE HOSPITAL, LLC
RUSSELLVILLE PHYSICIAN PRACTICES, LLC

THE MRI CENTER OF NORTHWEST ALABAMA, LLC

By: Northwest Medical Center-Winfield, LLC

LIFEPOINT HOLDINGS 2, LLC

KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC

Schedule III: Registrants

ACADIAN PHYSICIAN PRACTICES, LLC
BOLIVAR PHYSICIAN PRACTICES, LLC
COLORADO PLAINS PHYSICIAN PRACTICES, LLC
LAS CRUCES PHYSICIAN PRACTICES, LLC
LOS ALAMOS PHYSICIAN PRACTICES, LLC
MARTINSVILLE PHYSICIAN PRACTICES, LLC
MINDEN PHYSICIAN PRACTICES, LLC
NORTHEASTERN NEVADA PHYSICIAN PRACTICES, LLC
PHC HOSPITALS, LLC
PHC-SELMA, LLC
PRHC-ALABAMA, LLC
STARKE PHYSICIAN PRACTICES, LLC
VALLEY VIEW PHYSICIAN PRACTICES, LLC

PRINCIPAL KNOX, L.L.C.

By: Principal Knox, L.P.

SELMA DIAGNOSTIC IMAGING, LLC

By: Phc-Selma, LLC

VAUGHAN PHYSICIAN PRACTICES, LLC

By: Prhc-Alabama, LLC

EX-3.3

Exhibit 3.3

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMERICA MANAGEMENT COMPANIES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMERICA MANAGEMENT COMPANIES, LLC”.

2980131     8100H		/s/ Jeffrey W. Bullock
110292060 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619710 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981485664 — 2980131

CERTIFICATE OF FORMATION.
OF
AMERICA MANAGEMENT COMPANIES, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is America Management Companies, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF; the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title: Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020042059 — 2980131

CERTIFICATE OF AMENDMENT

OF

America Management Companies, LLC

     1. name of the limited liability company is

          America Management Companies, 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 America Management Companies, LLC this 15 day of January, 2002.

America Management Companies, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Title Manager

EX-3.4

Exhibit 3.4

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERICA MANAGEMENT COMPANIES, LLC

          This Second Amended and Restated Limited Liability Company Agreement of America Management Companies, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Amended and Restated Limited Liability Company Agreement of America Management Companies, LLC dated April  29, 1999.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be America Management Companies, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.

The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror, provided, however, that the Member may transfer its limited liability company interest in part to each of LifePoint CSLP, LLC (“CSLP”) and LifePoint CSGP, LLC (“CSGP”), whereupon (i) each of CSLP and CSGP shall be admitted as members upon execution of this Agreement in accordance with the provisions of Section 12 below, (ii) each of CSLP and CSGP shall have rights and obligations under this Agreement proportionate to their respective limited liability company interests and (iii) each reference to a “Member” in this Agreement shall, as the context requires, be deemed to be references to “Members”. Upon their admission as members, CSGP and CSLP may transfer their respective limited liability company interests in whole but not in part to LifePoint Corporate Services, Limited Partnership (the “Partnership”), whereupon the Partnership (i) shall become the sole “Member” for purposes of this Agreement upon execution of this Agreement in accordance with the terms of Section 12 and (ii) may only assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as

2

a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificates(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Limited Liability Company Agreement on the 11^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

          Effective as of May 11, 1999 (the “Effective Date”), Columbia Management Companies, Inc. (“Columbia Management”) assigned, transferred and conveyed its 100% limited liability company interest in America Management Companies, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Columbia Management as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

          IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 11^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.5

Exhibit 3.5

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMG-CROCKETT, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMG-CROCKETT, LLC”.

2980174     8100H		/s/ Jeffrey W. Bullock
110292069 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619717 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981485803 — 2980174

CERTIFICATE OF FORMATION
OF
AMG — CROCKETT, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is AMG — Crockett, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 04/22/1999

991159162 — 2980174

CERTIFICATE OF MERGER

OF

COLUMBIA MEDICAL GROUP — CROCKETT, INC.

INTO

AMG—CROCKETT, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
AMG— Crockett, LLC (the “LLC”)	Delaware
Columbia Medical Group — Crockett, Inc. (the “Company”)	Tennessee

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be AMG — Crockett, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21^st day of April, 1999.

AMG-CROCKETT, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager

COLUMBIA MEDICAL GROUP — CROCKETT, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041609 — 2980174

CERTIFICATE OF AMENDMENT

OF

AMG-Crockett, LLC

     1. The name of the limited liability company is AMG-Crockett, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent 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 AMG-Crockett, LLC this 15 day of January, 2002.

AMG-Crockett, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Title Manager

EX-3.6

Exhibit 3.6

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMG — CROCKETT, LLC

     This Amended and Restated Limited Liability Company Agreement of AMG — Crockett, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of AMG — Crockett, LLC, effective as of December 15, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be AMG — Crockett, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

* * * * * *

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Crockett, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Crockett, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Crockett, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.7

Exhibit 3.7

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMG-HILCREST, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMG-HILCREST, LLC”.

2980168     8100H		/s/ Jeffrey W. Bullock
110292078 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619726 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981485789 — 2980168

CERTIFICATE OF FORMATION
OF
AMG — HILCREST, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is AMG — Hilcrest, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 04/22/1999

991159173 — 2980168

CERTIFICATE OF MERGER

OF

COLUMBIA MEDICAL GROUP — HILCREST, INC.

INTO

AMG-HILCREST, LLC

Pursuant to Section 18-209 of the

Delaware Limited Liability Company Act

     The undersigned limited liability company and corporation DO HEREBY CERTIFY:

     FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
AMG-Hilcrest, LLC (the “LLC”)	Delaware
Columbia Medical Group — Hilcrest, Inc. (the “Company”)	Tennessee

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

     THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be AMG-Hilcrest, LLC.

     FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21^st day of April, 1999.

AMG-HILCREST, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title: Manager
COLUMBIA MEDICAL GROUP — HILCREST, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041628 — 2980168

CERTIFICATE OF AMENDMENT

OF

AMG-Hilcrest, LLC

     1. The name of the limited liability company is AMG-Hilcrest, 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 AMG-Hilcrest, LLC this 15 day of January, 2002.

AMG-Hilcrest, LLC

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Title: Manager

EX-3.8

Exhibit 3.8

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMG — HILCREST, LLC

          This Amended and Restated Limited Liability Company Agreement of AMG — Hilcrest, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of AMG — Hilcrest, LLC, effective as of December 15, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be AMG — Hilcrest, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Hilcrest, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Hilcrest, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Hilcrest, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.9

Exhibit 3.9

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMG-HILLSIDE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMG-HILLSIDE, LLC”.

2980159     8100H		/s/ Jeffrey W. Bullock
110292084 You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619731 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/15/1998
981485757 — 2980159

CERTIFICATE OF FORMATION
OF
AMG — HILLSIDE, LLC

Under Section 18-201 of the
Delaware Limited liability Company Act

          FIRST: The name of the limited liability company is AMG-Hillside, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company. 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041648 — 2980159

CERTIFICATE OF AMENDMENT

OF

AMG-Hillside, LLC

          1. The name of the limited liability company is AMG-Hillside, 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 AMG-Hillside, LLC this 15 day of January, 2002.

AMG-Hillside, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Title Manager

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT
OF
AMG — HILLSIDE, LLC

          This Limited Liability Company Agreement of AMG — Hillside, LLC, effective as of December 15, 1998 (this “Agreement”), is entered into by Columbia Medical Group — Hillside, Inc. as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is AMG — Hillside, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

2

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 30^th day of December, 1998, but effective as of the 15th day of December, 1998.

COLUMBIA MEDICAL GROUP — HILLSIDE, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

4

AMENDMENT NO. 1 TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMG — HILLSIDE, LLC

          Amendment No. 1 to Limited Liability Company Agreement of AMG — Hillside, LLC, effective as of April 15, 2005 (this “Amendment”), is entered into by LifePoint Medical Group — Hillside, Inc., as the sole member of the Company as defined below (the “Member”).

          WHEREAS, AMG — Hillside, LLC, (the “Company”) was formed as a Delaware limited liability company on December 15, 1998;

          WHEREAS, the Member entered into the Limited Liability Company Agreement of the Company effective as of December 30, 1998 (the “LLC Agreement”); and

          WHEREAS, the Member desires to enter into this Amendment to amend certain provisions of the LLC Agreement as more fully described herein;

          NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

          1. The LLC Agreement shall be amended by adding new Section 17 thereto, which shall read as follows:

          “Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          3. Except as amended hereby, the LLC Agreement shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

LIFEPOINT MEDICAL GROUP - HILLSIDE, INC.
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President and Secretary

Signature Page to Amendment No. 1
to LLC Agreement of AMG — Hillside, LLC

EX-3.11

Exhibit 3.11

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMG-LIVINGSTON, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMG-LIVINGSTON, LLC”.

2980155     8100H		/s/ Jeffrey W. Bullock
110292086 You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619733 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981485744 — 2980155

CERTIFICATE OF FORMATION
OF
AMG — LIVINGSTON, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is AMG — Livingston, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 04/22/1999

991159178 — 2980155

CERTIFICATE OF MERGER

OF

COLUMBIA MEDICAL GROUP — LIVINGSTON, INC.

INTO

AMG—LIVINGSTON, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
AMG—Livingston, LLC (the “LLC”)	Delaware
Columbia Medical Group — Livingston, Inc. (the “Company”)	Tennessee

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be AMG — Livingston, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21^st day of April, 1999.

AMG — LIVINGSTON, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:    Manager
COLUMBIA MEDICAL GROUP — LIVINGSTON, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041670 — 2980155

CERTIFICATE OF AMENDMENT

OF

AMG-Livingston, LLC

     1. The name of the limited liability company is AMG-Livingston, 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 AMG-Livingston, LLC this 15 day of January, 2002.

AMG-Livingston, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Title Manager

EX-3.12

Exhibit 3.12

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMG — LIVINGSTON, LLC

     This Amended and Restated Limited Liability Company Agreement of AMG — Livingston, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of AMG — Livingston, LLC, effective as of December 15, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be AMG — Livingston, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

2

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

* * * * * *

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 24^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Livingston, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Livingston, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Livingston, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

ADDENDUM

     Effective as of April 22, 1999 (the “Merger Date”), Columbia Medical Group — Livingston, Inc. (“Columbia”) merged with and into AMG — Livingston, LLC, a Delaware limited liability company (“AMG”), whereupon HealthTrust, Inc. — The Hospital Company (“HealthTrust”) became the sole member of AMG. Attached hereto is a copy of the Limited Liability Company Agreement of AMG (the “Agreement”)

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Columbia as the sole member (the “Member”) shall be deemed to be references to HealthTrust as the Member.

     IN WITNESS WHEREOF, HealthTrust has executed this Addendum effective as of the date first written above.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ Ronald Lee Grubbs, Jr.
	Ronald Lee Grubbs, Jr.
	Vice President

EX-3.13

Exhibit 3.13

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMG — LOGAN, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMG — LOGAN, LLC”.

2980151     8100H		/s/ Jeffrey W. Bullock
110292091 You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619736 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/15/1998
981485734 — 2980151

CERTIFICATE OF FORMATION
OF
AMG — LOGAN, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is AMG — Logan, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of’ process is Corporation Service Company. 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:15 PM 04/22/1999
991159141 — 2980151

CERTIFICATE OF MERGER

OF

COLUMBIA MEDICAL GROUP — LOGAN MEMORIAL, INC.

INTO

AMG — LOGAN, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

     The undersigned limited liability company and corporation DO HEREBY CERTIFY:

     FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
AMG — Logan, LLC (the “LLC”)	Delaware
Columbia Medical Group — Logan Memorial, Inc. (the “Company”)	Kentucky

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

     THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be AMG — Logan, LLC.

     FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21^st day of April, 1999.

AMG-LOGAN, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager
COLUMBIA MEDICAL GROUP — LOGAN MEMORIAL, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041689 — 2980151

CERTIFICATE OF AMENDMENT

OF

AMG — Logan, LLC

     1. The name of the limited liability company is AMG — Logan, 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 AMG — Logan, LLC this 15 day of January, 2002.

AMG — Logan, LLC
/s/ William F. Carpenter III
William F. Carpenter III
Title	Manager

EX-3.14

Exhibit 3.14

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMG — LOGAN, LLC

     This Amended and Restated Limited Liability Company Agreement of AMG — Logan, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of AMG — Logan, LLC, effective as of December 15, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be AMG — Logan, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended amd Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Logan, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Logan, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Logan, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1 

EX-3.15

Exhibit 3.15

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMG-SOUTHERN TENNESSEE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMG-SOUTHERN TENNESSEE, LLC”.

2980138     8100H		/s/ Jeffrey W. Bullock
110292094 You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619740 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981485701 — 2980138

CERTIFICATE OF FORMATION
OF
AMG — SOUTHERN TENNESSEE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is AMG — Southern Tennessee, LLC (the “Company).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December, 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 04/22/1999

991159165 — 2980138

CERTIFICATE OF MERGER

OF

COLUMBIA MEDICAL GROUP — SOUTHERN TENNESSEE, INC.

INTO

AMG—SOUTHERN TENNESSEE, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

     The undersigned limited liability company and corporation DO HEREBY CERTIFY:

     FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
AMG—Southern Tennessee, LLC (the “LLC”)	Delaware
Columbia Medical Group — Southern Tennessee, Inc. (the “Company”)	Tennessee

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

     THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be AMG—Southern Tennessee, LLC.

     FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21^st day of April, 1999.

AMG—SOUTHERN TENNESSEE, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager
COLUMBIA MEDICAL GROUP — SOUTHERN TENNESSEE, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041701 — 2980138

CERTIFICATE OF AMENDMENT

OF

AMG-Southern Tennessee, LLC

     1. The name of the limited liability company is AMG-Southern Tennessee, 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 AMG-Southern Tennessee, LLC this 15 day of January, 2002.

AMG-Southern Tennessee, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III 

Title Manager 

EX-3.16

Exhibit 3.16

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMG — SOUTHERN TENNESSEE, LLC

          This Amended and Restated Limited Liability Company Agreement of AMG — Southern Tennessee, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of AMG — Southern Tennessee, LLC, effective as of December 15, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be AMG — Southern Tennessee, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company carrying on any Lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust. Inc. — The Hospital Company (“Healthtrust’) assigned. transferred and conveyed its 100% limited liability company interest in AMG-Southern Tennessee, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals. Inc. (“LifePoint Inc.”). whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date. all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS. INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (‘LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Southern Tennessee, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Southern Tennessee, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.17

Exhibit 3.17

Delaware	PAGE 1
The First State

     I, JEFFREY W BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMG-TRINITY, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMG-TRINITY, LLC”.

2980134     8100H		/s/ Jeffrey W. Bullock
110292101 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENICTION: 8619742 DATE: 03-14-11

STATE OF DELAWARE     
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/15/1998 
981485686 — 2980134     

CERTIFICATE OF FORMATION
OF
AMG — TRINITY, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is AMG — Trinity, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington. Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE     
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 02:15 PM 04/22/1999 
991159148 — 2980134     

CERTIFICATE OF MERGER

OF

COLUMBIA MEDICAL GROUP — TRINITY, INC.

INTO

AMG—TRINITY, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
AMG —Trinity, LLC (the “LLC”)	Delaware
Columbia Medical Group — Trinity, Inc. (the “Company”)	Tennessee

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be AMG—Trinity, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21^st day of April, 1999.

AMG—TRINITY LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager
COLUMBIA MEDICAL GROUP — TRINITY, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE     
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041726 — 2980134     

CERTIFICATE OF AMENDMENT

OF

AMG-Trinity, LLC

     1. The name of the limited liability company is AMG-Trinity, 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 AMG-Trinity, LLC this 15 day of January, 2002.

AMG-Trinity, LLC
	/s/ William F. Carpenter III
	William F. Carpenter III
	Title Manager

4

EX-3.18

Exhibit 3.18

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMG — TRINITY, LLC

     This Amended and Restated Limited Liability Company Agreement of AMG — Trinity, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of AMG — Trinity, LLC, effective as of December 15, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be AMG — Trinity, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust. Inc. — The Hospital Company (“Healthtrust”) assigned. transferred and conveyed its 100% limited liability company interest in AMG-Trinity. LLC. a Delaware limited liability company (“LLC”), to LifePoint Hospitals. Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Trinity, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in AMG-Trinity, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.19

Exhibit 3.19

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ANDALUSIA PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF DECEMBER, A.D. 2006, AT 6:40 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “ANDALUSIA PHYSICIAN PRACTICES, LLC”.

4264762     8100H		/s/ Jeffrey W. Bullock
110292114 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENICTION: 8619754 DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:13 PM 12/08/2006

FILED 06:40 PM 12/08/2006

SRV 061126060 — 4264762 FILE

Certificate Of Formation
Of
Andalusia Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Andalusia Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 7, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.20

Exhibit 3.20

Limited Liability Company Agreement
of
Andalusia Physician Practices, LLC

          This Limited Liability Company Agreement of Andalusia Physician Practices, LLC, effective as of December 8, 2006 (this “Agreement”) is entered into by LifePoint Holdings 3, Inc., as the sole member (the “Member”)

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability Company shall be Andalusia Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Robert N. Klein, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
Paul D. Gilbert, Senior Vice President
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Donald J. Bivacca, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8— 102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of December 8, 2006.

LifePoint Holdings 3, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.21

Exhibit 3.21

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASHLAND PHYSICIAN SERVICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF AUGUST, A.D. 2004, AT 2:01 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 12:53 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, “ASHLAND PHYSICIAN SERVICES, LLC”.

3842873     8100H		/s/ Jeffrey W. Bullock
110292115 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENICTION: 8619756 DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:05 PM 08/16/2004
FILED 02:01 PM 08/16/2004
SRV 040597770 — 3842873 FILE

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

•	First: The name of the limited liability company is Ashland Physician Services, LLC
•	Second: The address of its registered office in the State of Delaware is 9 East Loockerman Street, Suite 1B in the City of Dover The name of its Registered agent at such address is National Registered Agents, Inc.
•	Third: (Use this paragraph only if the company is to have a specific effective date of dissolution) “ The latest date on which the limited liability company is to dissolve is N/A.”
•	Fourth: (Insert any other matters the members determine to include herein.) The formation of the limited liability company shall be effective upon filing with the Delaware Secretary of State.
In Witness Whereof, the undersigned have executed this Certificate of Formation of Ashland Physician Services, LLC this 13th day of August, 2004.

BY:	/s/ Faye S. Edwards
	Authorized Person(s)
NAME:	Faye S. Edwards
	Type or Print

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:30 PM 07/13/2005
FILED 12:53 PM 07/13/2005
SRV 050578946 — 3842873 FILE

CERTIFICATE OF AMENDMENT

OF

ASHLAND PHYSICIAN SERVICES, LLC

     1. The name of the limited liability company is ASHLAND PHYSICIAN SERVICES, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

          Article Second should be removed in its entirety and replaced with the following:

Second: The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of ASHLAND PHYSICIAN SERVICES, LLC this 1^st day of July, 2005.

ASHLAND PHYSICIAN SERVICES, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp

EX-3.22

Exhibit 3.22

LIMITED LIABILITY COMPANY AGREEMENT
OF
ASHLAND PHYSICIAN SERVICES, LLC

          This Limited Liability Company Agreement of Ashland Physician Services, LLC, effective as of April 14, 2005 (this “Agreement”), is entered into by PHC- Ashland, L.P., a Pennsylvania limited partnership, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby adopts this Limited Liability Company Agreement and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Ashland Physician Services, LLC (the “Company”), or such other name as may be selected by the Member from time to time.

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc.

          5. Taxation. It is the intention of the Member that the Company be treated as a disregarded entity for federal and Delaware income tax purposes and shall not file separate tax returns, but shall file tax returns in combination with its sole Member. The Company, so long as it has only one Member, shall be a disregarded entity and shall not be subject to tax separate from its Member. All of its income, gains, expenses and loss shall flow through and be recorded on the return of its Member. In the event the Company has more than one Member, it shall file federal income tax returns as a partnership.

          6. Authorized Units. The Company shall be authorized to issue 1,000 units of membership interest (“Units”) or such greater or lesser number as the board of representatives of the Company (the “Board”) may determine from time to time. Schedule A sets forth the number of Units owned by the Member(s).

          7. Member(s) and Capital Contribution. The name and the business address of the Member(s) and the amount of cash or other property contributed or to be contributed by the Member(s) to the capital of the Company is set forth in Schedule A attached hereto and shall be listed on the books and records of the Company. The representatives of the Company (the “Representatives”) shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein.

          The Member(s) shall not be required to make any additional contributions of capital to the Company, although the Member(s) may from time to time agree to make additional capital contributions to the Company.

          A person who, in accordance with the terms of this Agreement, acquires a Member’s Units by transfer or assignment or to whom the Company issues Units shall be admitted to the Company as a member and shall become a “Member” for purposes of this Agreement.

          8. Board of Representatives. Except as otherwise expressly provided herein, the general management and determination of all questions and policies relating to the affairs and policies of the Company shall be decided by a majority vote of the Representatives. Except as otherwise provided for herein, the Board shall act on behalf of the Company for all purposes in connection with the business and affairs of the Company, and shall have all rights and powers required for or appropriate to its management of the Company’s business.

          9. Member Actions. Each of the following actions shall require the approval of a majority of the Percentage Interest of the Members entitled to vote:

     (a) sale or issuance of any Units;

     (b) sale, assignment. pledge, mortgage or other encumbering of any of the Company’s property except for sales of supplies and other current assets in the ordinary course of the Company’s business;

     (c) borrowing money in the name of the Company other than incurring accounts payables, trade payables and other similar payables in the ordinary course of the Company’s business;

     (d) entering into a merger, consolidation or similar transaction;

     (e) entering into any partnership, joint venture or similar relationship;

2

     (f) amending this Agreement or the Certificate of Formation of the Company (the “Certificate”);

     (g) dissolving the Company;

     (h) taking any other action which this Agreement or the Act expressly provides for the approval of the Member(s); and

     (i) agreeing to or obligating the Company to do any of the foregoing.

          For purposes of this Agreement, “Percentage Interest” shall mean, as to a Member, the percentage obtained by dividing the total Units owned by such Member by the total number of Units owned by all Members.

          10. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the approval of the Member(s) in accordance with the terms of this Agreement or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member(s) in accordance with their respective Percentage Interests.

          12. Distributions. Distributions shall be made to the Member(s) at the times determined by the Board.

          13. Admission of Member. No new potential member shall become a Member until (i) such potential member accepts, ratifies and agrees in writing to be bound by the terms and conditions of the Certificate and this Agreement and (ii) the Board unanimously approves such admission as a Member. The Board shall promptly cause Schedule A hereto to be amended to reflect the admission of the new Member upon the compliance of all the conditions of this Section 13.

          14. Meetings of the Members. Meetings of the Members may be held at any place upon call of a majority of the Members or the Representatives, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Members. The presence of Members holding a majority of the Percentage Interest entitled to vote on the specific matter shall constitute a quorum and an action shall be taken by a majority vote of the Percentage Interest of those Members entitled to vote at a duly called meeting in which a quorum is present. In lieu of a meeting of the Members, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Members and the action must be approved in writing by Members holding a majority of the Percentage Interest entitled to vote on such matter or such greater number as would be necessary to take such action in a meeting of the Members at which a quorum is present. An action taken by consent shall

3

be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Members.

          15. Meetings of the Board. Meetings of the Board may be held at any place upon call of a majority of the Members or any Representative, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Representatives. A majority of the number of Representatives of the Company shall constitute a quorum and the vote of a majority of the Representatives present at the time of the vote, if a quorum is present, shall be the act of the Board. In lieu of a meeting of the Board, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Representatives and the action must be approved in writing by a majority of the Representatives or such greater number as would be necessary to take such action in a meeting of the Board at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Board.

          16. Managers. The Board shall elect any managers of the Company (each a “Manager”) as it deems appropriate and such Managers shall not be compensated unless otherwise determined by the Board. Managers shall have the authority and responsibilities given them by the Board or in accordance with the Act and each Manager shall hold office until his successor is elected and qualified, unless a different term is specified by the Board.

          17. Liability of Members, Managers and Representatives. No Member, Manager or Representative shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          18. Indemnification.

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against the individual arising from the individual’s status as an indemnitee. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in

4

settlement. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses (including attorney’s fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders. (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18-607 of the Act.

     (b) The rights to indemnification and advancement of expenses set, forth in Section 18(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Company and the person being indemnified, his heirs, executors and administrators, and, with respect to Section 18(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in Section 18(a) above are nonexclusive of other similar rights which may be granted by law, this Agreement, a resolution of the Board or the Members, or an agreement with the Company, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of this Section 18, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section 18 which occur subsequent to the effective date of such amendment.

          19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act.

          20. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

[Signature page follows]

5

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 14th day of April, 2005.

MEMBER: PHC-ASHLAND, L.P.
By:	PHC-Tennessee, Inc.
Its: General Partner
By:	/s/ Howard T. Wall, III
	Name:	Howard T. Wall, III
	Title:	Vice President and Secretary

Signature Page to LLC Agreement of Ashland Physician Services, LLC

EX-3.23

Exhibit 3.23

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASHLEY VALLEY MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “ASHLEY VALLEY MEDICAL CENTER, LLC”.

2964275nbsp;    8100H		/s/ Jeffrey W. Bullock
110292121 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENICTION: 8619731 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/09/1998
981430182 — 2964275

CERTIFICATE OF FORMATION
OF
ASHLEY VALLEY MEDICAL CENTER, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Ashley 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 is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE      
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002 
020041786 — 2964275     

CERTIFICATE OF AMENDMENT

OF

Ashley Valley Medical Center, LLC

     1. The name of the limited liability company is Ashley Valley Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Ashley Valley Medical Center, LLC this 15 day of January 2002.

Ashley Valley Medical center, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III 

Title Manager
 

EX-3.24

Exhibit 3.24

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ASHLEY VALLEY MEDICAL CENTER, LLC

          This Amended and Restated Limited Liability Company Agreement of Ashley Valley Medical Center, LLC, is entered into by Utah Medco, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Ashley Valley Medical Center, LLC, effective as of November 9, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Ashley Valley Medical Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

UTAH MEDCO, LLC
By:	/s/ John M. Franck II
		John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 4, 1999 (the “Effective Date”), Utah Medco, LLC (“Utah Medco”) assigned, transferred and conveyed its 100% limited liability company interest in Ashley Valley Medical Center, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Utah Medco as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 4^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Manager

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Ashley Valley Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Ashley Valley Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.25

Exhibit 3.25

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ASHLEY VALLEY PHYSICIAN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

      THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “ASHLEY VALLEY PHYSICIAN PRACTICE, LLC”.

2969085     8100H		/s/ Jeffrey W. Bullock
110292124 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENICTION: 8619762 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/19/1998

981447424 — 2969085

CERTIFICATE OF FORMATION
OF
ASHLEY VALLEY PHYSICIAN PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Ashley Valley Physician Practice, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041810 — 2969085

CERTIFICATE OF AMENDMENT
OF
Ashley Valley Physician Practice, LLC

     1. The name of the limited liability company is Ashley Valley Physician Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Ashley Valley Physician Practice, LLC this 15 day of January, 2002.

Ashley Valley Physician Practice, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,
Title Manager 

EX-3.26

Exhibit 3.26

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ASHLEY VALLEY PHYSICIAN PRACTICE, LLC

          This Amended and Restated Limited Liability Company Agreement of Ashley Valley Physician Practice, LLC, is entered into by Utah Medco, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Ashley Valley Physician Practice, LLC, effective as of November 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Ashley Valley Physician Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.

The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

UTAH MEDCO, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of April ____, 1999 (the “Merger Date”), HTI Merger Corp. (“HTI”) merged with and into Utah Medco, LLC (“Utah Medco”), whereupon Utah Medco became the sole member of Ashley Valley Physician Practice, LLC, a Delaware limited liability company (“LLC”). Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to HTI as the sole member (the “Member”) shall be deemed to be references to Utah Medco as the Member.

     IN WITNESS WHEREOF, Utah Medco has executed this Addendum on the ____ day of April, 1999.

UTAH MEDCO, LLC
By	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May ___, 1999 (the “Effective Date”), Utah Medco, LLC (“Utah Medco”) assigned, transferred and conveyed its 100% limited liability company interest in Ashley Valley Physician Practice, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be botind by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Utah Medco as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the ___ day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Manager

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Ashley Valley Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Ashley Valley Physician Practice, LLC, a Delaware Limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.27

Exhibit 3.27

Delaware	PAGE 1
The First State

     I, JEFFREY W BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ATHENS PHYSICIANS PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE ELEVENTH DAY OF SEPTEMBER, A.D. 2001, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “ATHENS PHYSICIAN PRACTICE, LLC” TO “ATHENS PHYSICIANS PRACTICE, LLC”, FILED THE NINTH DAY OF APRIL, A.D. 2007, AT 12:30 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, “ATHENS PHYSICIANS PRACTICE, LLC”.

3435048     8100H		/s/ Jeffrey W. Bullock
110292127 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTCATION: 8619765 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/11/2001
010450779 — 3435048 

Certificate of Formation
of
Athens Physician Practice, LLC

     The undersigned, an authorized natural person, far the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Athens Physician Practice, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 11, 2001.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041839 — 3435048 

CERTIFICATE OF AMENDMENT

OF

Athens Physician Practice, LLC

     1. The name of the limited liability company is Athens Physician Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this certificate of Amendment of Athens Physician Practice, LLC this 15 day January 2002.

Athens Physician Practice, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,

Title Manager 

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:30 PM 04/09/2007
FILED 12:30 PM 04/09/2007
SRV 070413027 — 3435048 FILE 

CERTIFICATE OF AMENDMENT

OF

ATHENS PHYSICIAN PRACTICE, LLC

Athens Physician Practice, LEC (hereinafter called the “Company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

     FIRST: The name of the limited liability company is Athens Physician Practice, LLC.

     SECOND: The certificate of formation of the Company is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article:

“FIRST: The name of the limited liability company is Athens Physicians Practice, LLC (the “Company”).”

Executed on this 28^th day of March, 2007.

By:	/s/ Paul D. Coilbert
	Name:	Paul D. Coilbert
	Title:	Senior Vice President

EX-3.28

Exhibit 3.28

Limited Liability Company Agreement
of
Athens Physician Practice, LLC

          This Limited Liability Company Agreement of Athens Physician Practice, LLC, effective as of September 11, 2001 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Athens Physician Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road) Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions

of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Kenneth C. Donahey	Chairman, Chief Executive Officer and President
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Daniel S. Slipkovich	Division President
William M. Gracey	Division President
Joné Law Koford	Division President
Roberto G. Pantoja	Vice President and Controller

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes

of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of September 11, 2001.

LifePoint Holdings 2, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.29

Exhibit 3.29

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “ATHENS REGIONAL MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2001, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “ATHENS REGIONAL MEDICAL CENTER, LLC”.

3429678     8100H		/s/ Jeffrey W. Bullock
110292133 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTCATION: 8619771 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/24/2001
010421018 — 3429678

Certificate of Formation
of
Athens Regional Medical Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Athens Regional Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 24, 2001.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

CERTIFICATE OF AMENDMENT

OF

Athens Regional Medical Center, LLC

     1. The name of the limited liability company is Athens Regional Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Athens Regional Medical Center, LLC this 15 day of January, 2002.

Athens Regional Medical Center, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,
Title Manager

        STATE OF DELAWARE
      SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
    020041858 — 3429678

EX-3.30

Exhibit 3.30

Limited Liability Company Agreement
of
Athens Regional Medical Center, LLC

          This Limited Liability Company Agreement of Athens Regional Medical Center, LLC, effective as of August 24, 2001 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Athens Regional Medical Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions

of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Kenneth C. Donahey	Chairman, Chief Executive Officer and President
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Daniel S. Slipkovich	Division President
William M. Gracey	Division President
Joné Law Koford	Division President
Roberto G. Pantoja	Vice President and Controller
William E. Hoffman, Jr.	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of August 24, 2001.

LifePoint Holdings 2, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.31

Exhibit 3.31

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BARROW MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF MAY, A.D. 1999, AT 3:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “BARROW MEDICAL CENTER, LLC” .

2964278     8100H		/s/ Jeffrey W. Bullock
110292140 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTCATION: 8619774 DATE: 03-14-11

\

CERTIFICATE OF FORMATION
OF
BARROW MEDICAL CENTER, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Barrow Medical Center, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/09/1998

981430190 — 2964278

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 05/07/1999

991183128 — 2964278

CERTIFICATE OF MERGER

OF

EP BARROW PROPERTYCO, LLC

AND

EDI BARROW, LLC

INTO

BARROW MEDICAL CENTER, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

The undersigned limited liability company DOES HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Barrow Medical Center, LLC (“LLC 1”) EP Barrow Propertyco, LLC (“LLC 2”) EDI Barrow, LLC (“LLC 3”)	Delaware Delaware Delaware

          SECOND: An Agreement and Plan of Merger among the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities in the merger.

          THIRD: Each of LLC 2 and LLC 3 shall be merged with and into LLC 1, with LLC 1 being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Barrow Medical Center, LLC.

          FOURTH: The Certificate of Formation of LLC 1 at the effective date of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on May 7, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 6^th day of May, 1999.

BARROW MEDICAL CENTER, LLC
By:	/s/ Ronald Lee Grubbs
	Ronald Lee Grubbs, Jr.
	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041905 — 2964278

CERTIFICATE OF AMENDMENT

OF

Barrow Medical Center, LLC

          1. The name of the limited liability company is Barrow Medical Center, LLC

          2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company,

Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Barrow Medical Center, LLC this 15 day of January, 2002.

Barrow Medical Center, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,
Title Manager

EX-3.32

Exhibit 3.32

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
BARROW MEDICAL CENTER, LLC

          This Second Amended and Restated Limited Liability Company Agreement of Barrow Medical Center, LLC, is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Amended and Restated Limited Liability Company Agreement of Barrow Medical Center, LLC, dated April 29, 1999.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Barrow Medical Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror, provided, however, that the Member may transfer its limited liability company interest in part to LifePoint of GAGP, LLC (“GAGP”), whereupon (i) GAGP shall be admitted as a member upon execution of this Agreement in accordance with the provisions of Section 12 below, (ii) GAGP shall have rights and obligations under this Agreement proportionate to its limited liability company interest and (iii) each reference to a “Member” in this Agreement shall, as the context requires, be deemed to be references to

A-2 

“Members”. Upon GAGP’s admission as a member, GAGP and any other member at such time may transfer its limited liability company interest in whole but not in part to LifePoint of Georgia, Limited Partnership (the “Partnership”), whereupon the Partnership (i) shall become the sole “Member” for purposes of this Agreement upon execution of this Agreement in accordance with the terms of Section 12 and (ii) may only assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

A-3 

          IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Limited Liability Company Agreement on the [ILLEGIBLE] day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

A-4 

EX-3.33

Exhibit 3.33

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BARTOW GENERAL PARTNER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-NINTH DAY OF DECEMBER, A.D. 2003, AT 9:50 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, “BARTOW GENERAL PARTNER, LLC”.

3745892 8100H		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
		AUTHENTICATION: 8619777
		DATE: 03-14-11
110292145
You may verify this certificate online at corp. delaware.gov/authver.shtml

Certificate of Formation
of
Bartow General Partner, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Bartow General Partner, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 29, 2003.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 09:50 PM 12/29/2003
FILED 09:50 PM 12/29/2003
SRV 030840650 — 3745892 FILE

- 2 -

EX-3.34

Exhibit 3.34

Limited Liability Company Agreement
of
Bartow General Partner, LLC

          This Limited Liability Company Agreement of Bartow General Partner, LLC, effective as of December 29, 2003 (this “Agreement”) is entered into by Bartow Healthcare Partner, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Bartow General Partner, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make

additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas M. Weiss	President
William F. Carpenter III	Senior Vice President and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Mark B. Medley	Vice President
Gary D. Willis	Vice President
Kelvin M. Ault	Vice President
Mary Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of December 29, 2003.

Bartow Healthcare Partner, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.35

Exhibit 3.35

FILED
SECRETARY OF STATE
DIVISION OF CORPORATIONS

99 MAY 10 PM 1:33

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
COLUMBIA/BARTOW HEALTHCARE SYSTEM, LTD.

The undersigned, desiring to amend the Certificate of Limited Partnership of Columbia/Barrow Healthcare System, Ltd. (the “Partnership”) pursuant to section 620.109 of the Florida Statutes, does hereby certify as follows:

          1. The name of the Partnership is Columbia/Bartow Healthcare System, Ltd.

          2. The Certificate of Limited Partnership of the Partnership was filed with the Florida Department of State on May 31, 1996.

          3. Article 1 of the Certificate of Limited Partnership of the Partnership shall be amended to read as follows:

               Bartow Healthcare System, Ltd.

          4. This Certificate of Amendment of the Certificate of Limited Partnership of the Partnership shall be effective at the time of its filing with the Florida Department of State.

FILED
SECRETARY OF STATE
DIVISION OF CORPORATIONS

99 MAY 10 PM 1:33

IN WITNESS WHEREOF, the undersigned, as the sole general partner, has executed this Certificate of Amendment to the Certificate of Limited Partnership on the 7th day of May, 1999.

HCA of Florida, Inc.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

2

AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP

OF

BARTOW HEALTHCARE SYSTEM, LTD.

     Pursuant to Section 620.109 of the Florida Statutes, the undersigned, being the sole general partner of Bartow Healthcare System, Ltd., a Florida Limited Partnership (the “Partnership”), does hereby adopt the following amended and restated Certificate of Limited Partnership:

     1. The name of the Partnership is Bartow Healthcare System, Ltd.

     2. The original Certificate of Limited Partnership of the Partnership was filed with the Florida Department of State and assigned Document Number A96000001056 on May 31, 1996.

     3. The text of the Certificate of Limited Partnership is hereby amended and restated in its entirety to read as set forth on Exhibit A, herein.

     4. This Amended and Restated Certificate of Limited Partnership of the Partnership shall be effective as of the time of its filing with the Florida Department of State.

     IN WITNESS WHEREOF, the undersigned, as the sole general partner of the Partnership, has executed this Amended and Restated Certificate of Limited Partnership as of this 9^th day of July, 2004.

Bartow General Partner, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

FILED
04 JUL 14 AM 8:31
SECURITY OF STATE
TALLAHASSEE, FLORIDA

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP

OF

BARTOW HEALTHCARE SYSTEM, LTD.

See attached.

FILED
04 JUL 14 AM 8:31
SECURITY OF STATE
TALLAHASSEE, FLORIDA

AMENDED AND RESTATED CERTIFICATE OF LIMITED PARTNERSHIP

OF

BARTOW HEALTHCARE SYSTEM, LTD.

     1. The name of the Partnership is Bartow Healthcare System, Ltd.

     2. The business address of the Partnership is as follows:

Bartow Memorial Hospital
2200 Osprey Boulevard
Bartow, Florida 33880

     3. The name of the Registered Agent for service of process upon the Partnership is CT Corporation System.

     4. The Florida Street address of the Registered Agent of the Partnership is as follows:

c/o CT Corporation System
1200 South Pine Island road
Plantation, Florida 33324

     5. Acceptance by the Registered Agent for service of process:

By:	[ILLEGIBLE]
Title:		[ILLEGIBLE]

     6. The mailing address of the Partnership is as follows:

Bartow Healthcare System, Ltd.
103 Powell Court
Suite 200
Brentwood, Tennessee 37027

FILED
04 JUL 14 AM 8:31
SECRETARY OF STATE
TALLAHASSEE, FLORIDA

     7. The last date upon which the Partnership is to be dissolved is December 31,2050.

     8. The name and address of the general partner of the Partnership is as follows:

Name	Address
Bartow General Partner, LLC	103 Powell Court
	Suite 200
	Brentwood, TN 37027

          9. This Amended and Restated Certificate of Limited Partnership of the Partnership shall be effective as of the time of its filing with the Florida Department of State.

     IN WITNESS WHEREOF, the undersigned, as the sole general partner of the Partnership, has executed this Amended and Restated Certificate of Limited Partnership as of this 9^th day of July, 2004.

Bartow General Partner, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

FILED
04 JUL 14 AM 8:31
SECRETARY OF STATE
TALLAHASSEE, FLORIDA

AFFIDAVIT OF CAPITAL CONTRIBUTIONS

OF

BARTOW HEALTHCARE SYSTEM, LTD.

     BEFORE ME, appeared the undersigned, being the sole general partner of Bartow Healthcare System Ltd., a Florida limited Partnership (the “Partnership”), who after being duly sworn did certify as follows:

     1. The amount of capital contributions to date of the limited partner of the Partnership is $500;

     2. The total amount contributed and anticipated to be contributed by the limited partner of the Partnership at this time totals $500; and

     3. The undersigned sole general partner of the Partnership has read the foregoing and under penalties of perjury declares the facts certified to be true, to the best of its knowledge and belief.

     SUBSCRIBED AND SWORN TO this 9^th day of July, 2004.

Bartow General Partner, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary
By:	/s/ Sandra R. Bolden
	Sandra R. Bolden
	Notary Public at Large In and for the State of Tennessee

FILED
04 JUL 14 AM 8:31
SECRETARY OF STATE
TALLAHASSEE, FLORIDA

My Commission Expires: 1-27-07

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF LIMITED PARTNERSHIP
OF

Bartow Healthcare System, LTD.

(Insert name currently on file with Florida Dept. of State)

Pursuant to the provisions of section 620.109, Florida Statutes, this Florida Limited partnership. whose certificate was filed with the Florida Dept. of State on May 30, 1996, adopts the following certificate of amendment to its certificate of limited partnership.

FIRST: Amendment(s): (indicate article number(s) being amended , added, or deleted)

8. The name and address of general partner of the Partnership is as follows:

Name	Address	FILED
Bartow General Partner ,LLC	103 Powell Court, Suite 200	06 APR 24 AM 8:54
Filing Number:M06000002201	Brentwood, TN 37027	SECRETARY OF STATE TALLAHASSEE FLORIDA

SECOND: This certificate of amendment shall be effective at the time of its filing with Florida Department of State.

THIRD: Signature(s)
Signature of current general partner:

By:	[ILLEGIBLE]
	[ILLEGIBLE]

Signature(s) of new general partner(s), if applicable:

EX-3.36

Exhibit 3.36

AGREEMENT OF LIMITED PARTNERSHIP
OF
BARTOW HEALTHCARE SYSTEM LTD.

     The undersigned parties, being all of the partners (the “Partners”) of Bartow Healthcare System Ltd. (the “Partnership”), a Florida limited partnership, hereby form the Partnership pursuant to the provisions of the Florida Uniform Limited Partnerships Act (the “Act”), and hereby agree that the ownership interests in the Partnership (“Percentage ownership”) and the capital contributions of the Partners are as follows:

Name and Address	Percentage Ownership			Initial Contribution
SOLE GENERAL PARTNER:
Bartow General Partner, LLC 103 Powell Court Suite 200 Brentwood, TN 37027		90	%	The assets contributed to the Partnership by the General Partner, as set forth in a Contribution Agreement, effective as of the Effective Time (as defined therein), between the Partners and the Partnership.
SOLE LIMITED PARTNER: Bartow Memorial Limited Partner, LLC 103 Powell Court Suite 200 Brentwood, TN 37027		10	%	The assets contributed to the Partnership by the Limited Partner, as set forth in a Contribution Agreement, effective as of the Effective Time (as defined therein), between the Partners and the Partnership.

     Neither Partner shall be required to make any additional contributions of capital to the Partnership, although the Partners may from time to time agree to make additional contributions to the Partnership.

     The Partnership 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 address of the registered office of the Partnership in the State of Florida is 1200 South Pine Island Road, Plantation, Florida 33324 and the name and address of the registered agent for service of process on the Partnership in the State of Florida is C T Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

     The Partnership shall be terminated and dissolved upon the mutual agreement of the Partners.

     Prior to the dissolution of the Partnership, no Partner shall have the right to receive any distributions 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 each Partner, as specified in this Agreement of Limited Partnership (the “Partnership Agreement”).

     The General Partner of the Partnership shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership and may take any and all action, including, but not limited to, the disposition of any or all of the Partnership’s assets, without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the Partnership’s principal place of business. The General Partner shall make available to the Limited Partner such books and records of the Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Partnership by complying with any requirements pursuant to the Act.

     The Partnership shall indemnify and hold harmless the General Partner, and its partners, managers, members, employees, agents and representatives and the shareholders, officers, directors, members, employees, agents and representatives of its partners to the fullest extent permitted by the Act.

     Neither the General Partner nor the Limited Partner shall be permitted to withdraw from the Partnership or transfer, assign, or pledge its interest in the Partnership without the prior written consent of the other Partner, which consent may be withheld in such Partners’ sole discretion.

     The Partnership is hereby authorized to engage in any merger or consolidating transaction with any limited partnership or other business entity as provided in Section 17-211 of the Act. Any such merger or consolidation transaction may be approved solely by the General Partner and does not require the consent of the Limited Partner. If the Partnership is the surviving or resulting limited partnership in any merger or consolidation, the Partnership Agreement may be amended and/or restated in connection with the agreement of merger or consolidation.

     The Partnership Agreement may be amended in whole or in part at the sole discretion of the General Partner without the approval of the Limited Partner. The General Partner may, in its sole and absolute discretion, admit additional or substitute general or limited partners and reallocate the Percent Ownership.

     The Partners hereby agree that all other terms of the Partnership be controlled and interpreted in accordance with the Act.

EXECUTED on July 15, 2005, but effective as of April 1, 2005.

SOLE GENERAL PARTNER BARTOW GENERAL PARTNER, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
SOLE GENERAL PARTNER BARTOW MEMORIAL LIMITED PARTNER, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

AMENDMENT NO. 2 TO
AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT
OF
BARTOW HEALTHCARE SYSTEM, LTD

          Amendment No. 2 to Amended and Restated Limited Partnership Agreement of Bartow Healthcare System, Ltd., effective as of April  ___, 2005 (this “Amendment”).

          WHEREAS, Bartow General Partner, LLC, as the General Partner (the “General Partner”), and Bartow Memorial Limited Partner, LLC, as the Limited Partner (the “Limited Partner”) are parties to that certain Limited Partnership Agreement, dated as of August 19, 1996 (the “Amended and Restated Partnership Agreement”); and

          WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the Amended and Restated Partnership Agreement as more fully described herein.

          NOW, THEREFORE, the Amended and Restated Partnership Agreement is hereby amended as follows:

          1. The Amended and Restated Partnership Agreement shall be amended by adding new Section 18.16 thereto, which shall read as follows:

          “Certificates of Partnership Interests. All Partnership interests in the Partnership shall be represented by certificate(s) issued by the Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Florida Uniform Commercial Code and shall be governed by Article 8 of the Florida Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Florida.

          3. Except as amended hereby, the Amended and Restated Partnership Agreement shall remain in full force and effect.

          4.This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

BARTOW GENERAL PARTNER, LLC, as General Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President, and Secretary
BARTOW MEMORIAL LIMITED PARTNER, LLC, as Limited Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President, and Secretary

Signature Page to Amendment No. 2 to LP Agreement
of Bartow Healthcare System, Ltd.

AMENDMENT NO. 2 TO
AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT
OF
BARTOW HEALTHCARE SYSTEM, LTD

          Amendment No. 2 to Amended and Restated Limited Partnership Agreement of Bartow Healthcare System, Ltd., effective as of April 15, 2005 (this “Amendment”).

          WHEREAS, Bartow General Partner, LLC, as the General Partner (the “General Partner”), and Bartow Memorial Limited Partner, LLC, as the Limited Partner (the “Limited Partner”) are parties to that certain Limited Partnership Agreement, dated as of August 19, 1996 (the “Amended and Restated Partnership Agreement”); and

          WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the Amended and Restated Partnership Agreement as more fully described herein.

          NOW, THEREFORE, the Amended and Restated Partnership Agreement is hereby amended as follows:

          1. The Amended and Restated Partnership Agreement shall be amended by adding new Section 18.16 thereto, which shall read as follows:

     “Certificates of Partnership Interests. All Partnership interests in the Partnership shall be represented by certificate(s) issued by the Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Florida Uniform Commercial Code and shall be governed by Article 8 of the Florida Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Florida.

          3. Except as amended hereby, the Amended and Restated Partnership Agreement shall remain in full force and effect.

          4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

BARTOW GENERAL PARTNER, LLC, as General Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President, and Secretary
BARTOW MEMORIAL LIMITED PARTNER, LLC, as Limited Partner
By:	William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President, and Secretary

Signature Page to Amendment No. 2 to LP Agreement
of Bartow Healthcare System, Ltd.

AMENDMENT NO. 1
TO
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

WITNESSETH

     WHEREAS, Bartow Healthcare Partner, Inc., as the General Partner (the “General Partner”), and Bartow Memorial Hospital, Inc., as the Limited Partner (“BMH”), are parties to that certain Amended and Restated Limited Partnership Agreement, dated as of August 19, 1996 (the “Amended and Restated Partnership Agreement”); and

     WHEREAS, the General Partner now desires to amend certain provisions of the Amended and Restated Partnership Agreement as more fully described herein.

     NOW, THEREFORE, the Amended and Restated Partnership Agreement is hereby amended as follows:

     1. The provisions of Subsection 8.4(f) are hereby deleted in their entirety and the words “Intentionally Omitted” are inserted in their place.

     2. The interests of BMH as a Limited Partner are hereby terminated, the admission of Bartow Memorial Limited Partner, LLC as a Substituted Limited Partner is hereby acknowledged and the Amended and Restated Partnership Agreement is hereby amended pursuant to Subsection 18.9(b) thereof to reflect these facts.

     Except as otherwise set forth herein, all other terms and provisions of the Amended and Restated Partnership Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the General Partner has duly executed and delivered this Amendment No. 1 to the Amended and Restated Limited Partnership Agreement on the day and year first above set forth.

BARTOW HEALTHCARE PARTNER, INC.
By:	/s/ William F. Carpenter III
	Title: SVP

THE LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OF THE SECURITIES LAWS OF THE STATE OF FLORIDA AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, THE INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL THAT SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT SUCH REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER AND SALE ARE SET FORTH IN THIS AGREEMENT.

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

COLUMBIA/BARTOW HEALTHCARE SYSTEM, LTD.

(a Florida Limited Partnership)

1. DEFINITIONS	1
1.1. “Act”	1
1.2. “Additional Limited Partner”	1
1.3. “Adverse Terminating Event”	1
1.4. “Governing Board”	2
1.5. “Affiliate”	2
1.6. “Agreement”	2
1.7. “Approval of the Board” or “Approved by the Board”	2
1.8. “Approval of the Partners” or “ Approved by the Partners”	2
1.9. “Bankruptcy”	2
1.10. “Bartow”	2
1.11. “Bartow Affiliate”	3
1.12. “Capital Account”	3
1.13. “Capital Contribution”	3
1.14. “Category A Directors”	3
1.15. “Category B Directors”	3
1.16. “Class A Limited Partners”	3
1.17. “Class B Limited Partners”	3
1.18. “Class C Limited Partners”	3
1.19. “Code”	3
1.20. “Columbia”	3
1.21. “Columbia Affiliate”	3
1.22. “Columbia Sub”	3
1.23. “Contribution Agreement”	4
1.24. [RESERVED]	4
1.25. “General Partner”	4
1.26. “Hospital”	4
1.27. “Limited Partner”	4
1.28. “Liquidator”	4
1.29. “New Hospital”	4
1.30. “Partners”	4
1.31. “Partnership”	4
1.32. “Person”	4
1.33. “Qualified Purchaser”	4
1.34. “Sharing Percentage”	4
1.35. “Substituted Limited Partner”	5
1.36. “Syndication Expenses”	5
1.37. “Terminating Event”	5
1.38. “Treasury Regulations” or “Regulations”	5
1.39. “Units”	5
2. FORMATION OF PARTNERSHIP	5
2.1.“Formation”	5

-ii- 

2.2. Name	6
2.3. Principal Office	6
2.4. Term	6
2.5. Registered Agent and Office	6
3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP	6
3.1. Purposes	6
3.2. Nature of the Business	7
3.3. Powers	7
4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS	7
4.1. Capital Contributions	7
4.2. Additional Capital Contributions	7
4.3. Capital Accounts	8
4.4. Additional Provisions Regarding Capital Accounts	10
4.5. Loans	11
5. ALLOCATIONS	11
5.1. Allocations of Income and Losses	11
6. DISTRIBUTIONS	11
6.1. Distribution of Excess Cask	11
6.2. Distributions of Cash on New Issuances of Units	12
7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR	14
7.1. Bank Accounts; Investments	14
7.2. Books and Records	15
7.3. Determination of Profit and Loss; Financial Statements	15
7.4. Tax Returns and Information	15
7.5. Tax Audits	15
7.6. Fiscal Year	15
8. RIGHTS, OBLIGATIONS AND INDEMNIFICATION OF THE GENERAL PARTNER	16
8.1. Rights of the General Partner as Manager	16
8.2. Right to Rely on General Partner	17
8.3. Specific Limitations on General Partner	18
8.4. Additional Limitations on the Authority of the General Partner	18
8.5. Management of the Partnership	19
8.6. Indemnification of the General Partner	19
8.7. Reimbursement	20
8.8. Compensation of the General Partner	20
8.9. Independent Activities	20
9. RIGHTS AND STATUS OF LIMITED PARTNERS	21

-iii- 

9.1. General	21
9.2. Limitation of Liability	21
9.3. Bankruptcy; Death; Etc.	21
10. COVENANT NOT TO COMPETE/RIGHT OF FIRST REFUSAL	21
10.1. Bartow Covenant Not to Compete	21
10.2. General Partner Covenant Not to Compete	22
11. MEETINGS AND MEANS OF VOTING	23
11.1. Meetings of the Partners	23
11.2. Vote By Proxy	23
11.3. Conduct of Meeting	24
11.4. Action Without a Meeting	24
11.5. Closing of Transfer Record; Record Date	24
12. Governing Board	24
12.1. Governing Board	24
12.2. Manner of Exercise of Governing Board’s Authority	24
12.3. Meetings of the Governing Board	25
12.4. Action without a Meeting	25
13. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS	25
13.1. Transfers by Limited Partners	25
13.2. Substituted Limited Partner	26
13.3. Basis Adjustment	27
13.4. Transfer by General Partner	27
13.5. Admission of Additional Limited Partners	27
13.6. Transfer Procedures	27
13.7. Invalid Transfer	28
13.8. Distributions and Allocations in Respect of a Transferred Ownership Interest	28
13.9. Additional Requirements of Admission to Partnership	28
13.10. Amendment to Exhibit “B”	28
13.11. Conversion to Class B Units	29
14. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS	29
14.1. General Partner’s Right of First Refusal	29
14.2. Occurrence of Terminating Event or Adverse Terminating Event	29
14.3. Payment for Partnership Interest	30
14.4. Subsequent Legislation	31
14.5. Divorce of Limited Partner	32
14.6. Federal Income Tax Treatment	32
15. DISSOLUTION	32
15.1. Causes	32
15.2. Reconstitution	33

-iv- 

16. WINDING UP AND TERMINATION	33
16.1. General	33
16.2. Court Appointment of Liquidator	34
16.3. Liquidation	34
16.4. Creation of Reserves	35
16.5. Final Statement	35
17. POWER OF ATTORNEY	35
17.1. General Partner as Attorney- in- Fact	35
17.2. Nature of Special Power	35
18. MISCELLANEOUS	36
18.1. Notices	36
18.2. Governing Law	36
18.3. Attorneys’Fees	36
18.4. Successors and Assigns	36
18.5. Construction	36
18.6. Time	36
18.7. Waiver of Partition	36
18.8. Entire Agreement	37
18.9. Amendments	37
18.10. Severability	38
18.11. Gender and Number	38
18.12. Exhibits	38
18.13. Additional Documents	38
18.14. Section Headings	38
18.15. Counterparts	38

-v- 

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT
OF

COLUMBIA/BARTOW HEALTHCARE SYSTEM, LTD.

(a Florida Limited Partnership)

     This Amended and Restated Limited Partnership Agreement is entered into and shall be effective as of the 19th day of August, 1996 by and between HCA of Florida, Inc.. (“Columbia Sub”), as the General Partner, and Bartow Memorial Hospital, Inc., a Florida not-for-profit corporation (“Bartow”), as the Limited Partner.

WITNESSETH:

     WHEREAS, the General Partner and the Limited Partner are parties to that certain Limited Partnership Agreement of Columbia/Bartow Healthcare System, Ltd., dated as of May 30, 1996 (the “Original Partnership Agreement”); and

     WHEREAS, the parties hereto desire to amend and restate the Original Partnership Agreement, as provided herein.

     NOW, THEREFORE, the General Partner and the Limited Partner hereby amend and restate the Original Partnership Agreement as follows:

     1. DEFINITIONS

     As used herein the following terms have the following meanings:

     1.1. “Act” means the Florida Revised Uniform Limited Partnership Act, as amended from time to time.

     1.2. “Additional Limited Partner” means a Person who is admitted into the Partnership as a Limited Partner pursuant to the terms of Section 13.5 hereof.

     1.3. “Adverse Terminating Event” means, with respect to any Class A or Class C Limited Partner (other than Columbia or any Columbia Affiliate, and other than Bartow or any Bartow Affiliate), any of the following:

          (a) The Class A or Class C Limited Partner has breached the terms and conditions of this Agreement, including, without limitation, violating the transfer

restrictions set forth in Article 13. as determined in the sole reasonable discretion of the General Partner; or

          (b) The Class A or Class C Limited Partner has disrupted the affairs of the Partnership or has acted adversely to the best interests of the Partnership, as determined in the sole reasonable discretion of the General Partner.

     1.4. “Governing Board” has the meaning set forth in Section 12.1.

     1.5. “Affiliate” means, with respect to any Partner, (i) any Person that directly or indirectly controls, is controlled by, or is under common control with, a Partner, (ii) any entity of which a Partner owns 10% or more of the outstanding voting securities, (iii) any entity of which a Partner is an officer, director, or general partner, or (iv) any child, grandchild (whether through marriage, adoption or otherwise), sibling (whether through adoption or otherwise), parent or spouse of a Partner. As used in this definition of “Affiliate,” the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract or otherwise.

     1.6. “Agreement” means this Amended and Restated Limited Partnership Agreement of Columbia/Bartow Healthcare System, Ltd., as from time to time amended pursuant to Section 18.9 hereof.

     1.7. “Approval of the Board’ or “Approved by the Board” means approval of not less than a majority of a quorum of Category A Directors and not less than a majority of a quorum of Category B Directors (with the amount constituting a quorum in each such category to be determined from time to time by the directors therein).

     1.8.“Approval of the Partners” or “Approved by the Partners” means the approval of both (i) the General Partner and (ii) those Limited Partners who hold more than 50% of the Sharing Percentage held by all Limited Partners at the time the proposed Partnership action is being considered for approval.

     1.9. “Bankruptcy” means, as to any Partner, the Partner’s taking or acquiescing to the taking of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file within the time specified by law, an answer or opposition to any proceeding commenced against such Partner under any such law and a failure to file, within thirty (30) days after its entry, a petition, answer or motion to vacate or to discharge any order, judgment or decree providing for any relief under any such law.

     1.10. “Bartow” means Bartow Memorial Hospital, Inc., a Florida not-for-profit corporation.

     1.11. “Bartow Affiliate” means any Affiliate of Bartow (other than a natural person).

-2-

     1.12. “Capital Account” shall have the meaning set forth in Section 4.3 below.

     1.13. “Capital Contribution” means, as to any Partner, the amount of cash or the Agreed Value (as defined in Exhibit “A” attached hereto) of all property contributed to the Partnership by the Partner, which is set forth opposite such Partner’s name on the attached Exhibit “B” under the heading “Capital Contribution.”

     1.14. “Category A Directors” means the members of the Governing Board elected or appointed from time to time by Bartow. So long as Bartow is a Limited Partner, Bartow shall be entitled to elect or appoint five (5) members to the Governing Board.

     1.15. “Category B Directors” means the members of the Governing Board elected or appointed from time to time by Columbia Sub. Columbia shall be entitled to elect or appoint five (5) members to the Governing Board.

     1.16. “Class A Limited Partners” means those Limited Partners of the Partnership who are Qualified Purchasers. Further, Columbia Sub and/or any Columbia Affiliate, and Bartow and/or any Bartow Affiliate may become a Class A Limited Partner as a subsequent transferee from a Class A Limited Partner. “Class A Limited Partner” means any one of the Class A Limited Partners.

     1.17. “Class B Limited Partners” means (i) Columbia Sub and/or any Columbia Affiliate, (ii) Bartow and/or any Bartow Affiliate, and (iii) any other Person who owns or operates a health care facility or service and is admitted as a Class B Limited Partner pursuant to Article 13 hereof. “Class B Limited Partner” means any one of the Class B Limited Partners.

     1.18. “Class C Limited Partners” means those limited partners of the Partnership who are management level employees of the Partnership or the General Partner. Further, Columbia Sub and/or any Columbia Affiliate, and Bartow and/or any Bartow Affiliate may become a Class C Limited Partner as a subsequent transferee from a Class C Limited Partner. “Class C Limited Partner” means any one of the Class C Limited Partners.

     1.19. “Code” means the Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Code shall include any provision or corresponding provisions of succeeding law.

     1.20. “Columbia” means Columbia/HCA Healthcare Corporation, a Delaware corporation, and any successor in interest.

     1.21. “Columbia Affiliate” means any Affiliate of Columbia (other than a natural person).

     1.22. “Columbia Sub” means HCA of Florida, Inc., a Florida corporation and a Columbia Affiliate, and any successor thereto.

-3-

     1.23. “Contribution Agreement” means that certain Contribution Agreement dated as of August 16, 1996 between and among Bartow, Columbia Sub and the Partnership.

     1.24. [RESERVED]

     1.25. “General Partner” means Columbia Sub or any replacement general partner of the Partnership, but excluding any Person who ceases to be a general partner of the Partnership pursuant to this Agreement

     1.26. “Hospital” means Bartow Memorial Hospital, a 56-bed acute care facility located at 1239 East Main Street, Bartow, Florida, and its related health care facilities and businesses.

     1.27. “Limited Partner” means any Class A Limited Partner, any Class B Limited Partner, any Class C Limited Partner, and any Substituted Limited Partner or Additional Limited Partner, but excluding any Person who ceases to be a limited partner of the Partnership pursuant to this Agreement. “Limited Partners” means all of the Persons who are limited partners of the Partnership as defined in this Section 1.27.

     1.28. “Liquidator” means the Person who liquidates the Partnership under Article 16 hereof.

     1.29. “New Hospital” means a new general acute care hospital that is to be developed, constructed and operated by the Partnership and that is to be located along Highway 98 in Bartow, Florida, or such other site as may be Approved by the Board.

     1.30. “Partners” means the General Partner and the Limited Partners, collectively.“Partner” means any one of the Partners.

     1.31. “Partnership” means the limited partnership formed under this Agreement.

     1.32. “Person” means any individual, partnership, corporation, limited liability company, trust or other entity.

     1.33. “Qualified Purchaser” means, with respect to the Class A Units, a physician who is a member of or has made application to become a member of the medical staff of the Hospital, the New Hospital or any other health care facility subsequently acquired or developed by the Partnership (as defined in the medical staff bylaws of the Hospital, the New Hospital, or any such subsequently acquired or developed health care facility, as amended from time to time).

     1.34. “Sharing Percentage” means, as to a Partner, the percentage obtained by dividing the Units of such Partner by an amount equal to the total Units of all Partners; provided, however, if the Class A Limited Partners and the Class C Limited Partners, as a class, own more than 20% of the total Units outstanding at any time, then the-aggregate Sharing Percentage of the Class A Limited Partners and Class C Limited Partners (together as a class), shall be 20% and the Sharing Percentage of the Class B Limited Partners and the General Partner, as a class, shall be 80%. In such event, each Partner’s Sharing Percentage shall be equal to the percentage

-4-

obtained by dividing the number of Units owned by such Partner by the number of Units owned by all of the Partners in the same class as such Partner (with the Class A Limited Partners and Class C Limited Partners being treated as one class and the Class B Limited Partners and the General Partner being treated as one class), multiplied by 80% with respect to such Class B Limited Partner or the General Partner and multiplied by 20% with respect to such Class A or Class C Limited Partner. The Partners hereby agree that their Sharing Percentages shall constitute their “interests in the Partnership profits” for purposes of determining their respective shares of the Partnership’s “excess nonrecourse liabilities” (within the meaning of section 1.752-3(a)(3) of the Regulations).

     1.35. “Substituted Limited Partner” means any Person admitted to the Partnership pursuant to Section 13.2.

     1.36. “Syndication Expenses” means all expenditures classified as syndication expenses pursuant to Treasury Regulations Section 1.709-2(b). Syndication Expenses shall be taken into account under this Agreement at the time they would be taken into account under the Partnership’s method of accounting if they were deductible expenses.

     1.37. “Terminating Event” means, with respect to any Class A or Class C Limited Partner (other than Columbia or any Columbia Affiliate and other than Bartow or any Bartow Affiliate), any of the following:

     (a) The Class A or Class C Limited Partner has died or become permanently disabled; or

     (b) The Class A or Class C Limited Partner is in Bankruptcy.

     1.38. “Treasury Regulations” or “Regulations” means the regulations, promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations or the Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute proposed, temporary or final regulations.

     1.39. “Units” means all or a certain percentage of the issued and outstanding ownership interests of the Partnership held by the Partners. “Unit” means any one of the Units. “General Partner Units”, “Class A Units”, “Class B Units” and “Class Units” means Units held by the General Partner, Class A Limited Partners, Class B Limited Partners, and Class C Limited Partners, respectively.

2. FORMATION OF PARTNERSHIP

     2.1. Formation. The Limited Partner and the General Partner formed the Partnership pursuant to the Act, and caused the Certificate of Limited Partnership to be filed in the office of the Secretary of State of the State of Florida on May 31, 1996, and have complied with all other legal requirements to form and operate the Partnership. Except as stated in this Agreement, the Act shall govern the rights and liabilities of the Partners.

-5-

     2.2. Name. The name of the Partnership is “Columbia/Bartow Healthcare System, Ltd.” and the business of the Partnership shall be conducted under the name “Columbia Bartow Memorial Hospital”, or such other name or names as may be Approved by the Partners from time to time.

     2.3. Principal Office. The principal office of the Partnership shall be located at 1239 East Main Street, Bartow, Florida 33830 or at such other place or places as the General Partner may from time to time determine.

     2.4. Term. The Partnership began on the date the General Partner filed the Certificate of Limited Partnership with the Secretary of State of the State of Florida as provided in Section 2.1 hereof, and shall continue until the date on which the Partnership is dissolved pursuant to Article 15 and thereafter, to the extent provided for by applicable law, until wound up and terminated pursuant to Article 16 hereof.

     2.5. Registered Agent and Office. The registered agent of the Partnership shall be CSC/Prentice Hall, and the registered office of the Partnership shall be located at 1201 Hayes Street, Tallahassee, Florida 32301. The registered office or the registered agent, or both, may be changed by the General Partner from time to time upon filing the statement required by the Act The Partnership shall maintain at its registered office such records as may be specified by the Act.

3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP

     3.1. Purposes. The purposes of the Partnership are (i) to manage, lease and operate the Hospital and other health care related services and businesses; (ii) to apply for and aggressively pursue a Certificate of Need to build the New Hospital; (iii) upon receipt of such Certificate of Need, to construct and equip and thereafter own and operate the New Hospital; (iv) to acquire (through asset acquisition, stock acquisition, lease or otherwise) and develop other property, both real and personal, in connection with providing health care related services, including without limitation, general acute care hospitals, specialty care hospitals, nursing homes, medical clinics, home health care agencies, health maintenance organizations, psychiatric facilities and other health care providers; (v) to enter into, from time to time, such financial arrangements as the General Partner may determine to be necessary, appropriate or advisable (including, without limitation, borrowing money and issuing evidences of indebtedness and securing the same by mortgage, deed of trust, security interest or other encumbrance upon one or more or all of the Partnership assets); (vi) to sell, assign, lease, exchange or otherwise dispose of, or refinance or additionally finance, one or more or all of the Partnership assets; (vii) to raise additional capital by issuance of additional limited partnership interests in the Partnership as provided in Section 13.5; and (viii) generally to engage in such other businesses and activities and to do any and all other acts and things that the General Partner deems necessary, appropriate or advisable from time to time in furtherance of the purposes of the Partnership as set forth in this Section 3.1 (subject to the provisions of Section 8.3 and 8.4 hereof).

     3.2. Nature of the Business. In furtherance of the purposes of the Partnership described in Section 3.1 the General Partner shall use commercially reasonable efforts to cause the Hospital to continue its practice of, and to cause

-6-

the Hospital to continue its practice of, and to cause the New Hospital to engage in the practice of, (i) accepting Medicare and Medicaid patients, (ii) accepting all patients in an emergency condition in its emergency room without regard to the ability of such emergency patients to pay, and (iii) maintaining an open medical staff. The Partnership intends to operate its business in such a manner so as not to generate unrelated business income to Bartow or to any Bartow Affiliate. The General Partner will not knowingly cause the Partnership to take any action that is outside the ordinary course of the Partnership’s business and operations which will jeopardize the tax-exempt status of Bartow. The foregoing notwithstanding, the General Partner makes no representations or warranties to Bartow regarding the impact on the tax-exempt status of Bartow or the characterization of distributions that are made to Bartow hereunder as a result of the formation of the Partnership or the operation of the Hospital or the New Hospital by the Partnership.

     3.3. Powers. Subject to the limitations contained in this Agreement and in the Act, the Partnership purposes may be accomplished by the General Partner taking any action permitted under this Agreement that, in the good faith judgment of the General Partner, is customary or reasonably related to accomplishing such purposes.

4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS

     4.1. Capital Contributions.Each Partner has contributed the Capital Contribution to the capital of the Partnership that it is required to be made as of the date hereof.

     4.2. Additional Capital Contributions.

     (a) The General Partner and Bartow have each covenanted and agreed to make additional contributions to the capital of the Partnership as provided in the Contribution Agreement The General Partner and Bartow each confirm such obligations and agree to make all such capital contributions timely and in accordance with the terms and conditions of the Contribution Agreement. Upon making such required additional capital contributions, the Sharing Percentage of the General Partner and Bartow shall be adjusted as if each had acquired additional Units at a purchase price equal to the value of a Unit as of the date hereof.

     (b) If Additional Capital Contributions (herein so called) are required for any expenditure of the Partnership (other than those required to be made by the General Partner and Bartow under the Contribution Agreement) or if a Columbia Affiliate contributes a health care facility to the capital of the Partnership as provided in Section 10.2 hereof, the General Partner shall have the right to request the Partners to make Additional Capital Contributions (pro rata in accordance with each Partner’s Sharing Percentage) to the Partnership in excess of its, his or her initial Capital Contribution. If the General Partner makes such a request, no Partner shall be required to make such Additional Capital Contribution, provided that if any Partner elects not to make the Additional Capital Contribution (a “Noncontributing Partner”), the other Partners (the “Contributing Partners”) shall have the right to contribute to the Partnership the amount of cash that the Noncontributing Partner or Partners failed to contribute. The Partners shall have forty-five (45) days from the date of the General Partner’s request in which to

-7-

elect to make or not make such Additional Capital Contribution and forty-five (45) days after electing to make an Additional Capital Contribution to fund such Additional Capital Contribution. In the event the Partnership needs an immediate capital infusion, the General Partner and/or any other Partners may, but are not required to, contribute all needed capital to the Partnership prior to the date on which the Partners must make a decision regarding Additional Capital Contributions and the date on which such Additional Capital Contributions are made, without affecting the ability of the other Partners to make a requested Additional Capital Contribution. Effective as of the date a Partner makes an Additional Capital Contribution, the Partners’ Sharing Percentages shall be adjusted, as follows:

Each Partner’s Sharing Percentage thereafter shall be equal to a fraction (converted to a percentage), the numerator of which is equal to such Partner’s “Base Amount” and the denominator of which is equal to the sum of the Base Amounts of all the Partners. For purposes hereof, each Partner’s “Base Amount” shall be equal to the sum of (1) the amount of cash contributed to the Partnership by such Partner in respect of the current call for capital (including amounts contributed on behalf of any Noncontributing Partner or Partners) or, in the case of the contribution of a health care facility to the capital of the Partnership by a Columbia Affiliate, the value ascribed thereto as provided in Section 10.2 hereof, plus (2) the product of (x) the Partner’s Sharing Percentage (as in effect immediately before the capital call in question) multiplied by (y) the “Value of the Partnership” as of the date of such capital call. For purposes of this Section 4.2, the “Value of the Partnership” shall mean the product of the Partnership’s “EBDITA” (hereinafter defined) for the most recently completed fiscal year multiplied by five (5), less any Partnership long term debt (including any capitalized leases and the current portion of long term debt), all as determined in accordance with generally accepted accounting principles using the accrual method of accounting applied on a basis consistent with the preceding period (using the General Partner’s current accounting policies).

Any questions with respect to accounting procedures or valuation not controlled by this Agreement shall be resolved by the independent accountants employed by the Partnership, or, if none, by accountants Approved by the Board. “EBDITA” shall mean the earnings for the Partnership before deductions for depreciation, interest, income taxes and amortization and shall exclude nonrecurring and extraordinary items. The number of Units held by each Partner shall be adjusted automatically to reflect any change in the Partners’ Sharing Percentages under this section.

     4.3. Capital Accounts. A Capital Account (herein so called) shall be established and maintained for each Partner for the full term of this Agreement in accordance with the capital accounting rules of section 1.704(b)(2)(iv) of the Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in the Partnership owned by such Partner and regardless of the time or manner in which such Units or other interests were acquired by such Partner. Pursuant to the basic capital accounting rules of section 1.704-1 (b)(2)(iv) of the Regulations, the balance of each Partner’s Capital Account shall be:

-8-

          (a) Increased by the amount of money contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Partner (or such Partner’s predecessor in interest) pursuant to Article 6 hereof;

          (b) Increased by the fair market value of each property (determined without regard to section 7701 (g) of the Code) contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such property that the Partnership is considered to assume or take subject to under section 752 of the Code) and decreased by the fair market value of each property (determined without regard to section 7701 (g) of the Code) distributed to such Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article 6 or 16 hereof (net of all liabilities secured by such property that such Partner is considered to assume or take subject to under section 752 of the Code);

          (c) Increased by the amount of each item of Partnership profit allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit A hereto;

          (d) Decreased by the amount of each item of Partnership loss allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit A hereto; and

          (e) Otherwise adjusted as follows:

               (i) Effective immediately prior to any “Revaluation Event” (as defined in Exhibit A hereto), the balances of all Partners’ Capital Accounts shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the “Unrealized Book Gain Or Loss” (as defined in Exhibit A hereto) then existing with respect to each Partnership property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit A hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the General Partner taking section 7701 (g) of the Code into account);

               (ii) With respect to items of Partnership profit and loss, the balances of all the Partners’ Capital Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit A hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit A hereto;

               (iii) Immediately before giving effect under Section 4.3(b) hereof to any adjustment attributable to the distribution of property to a Partner, the balances of all the Partners’ Capital Accounts first shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3,1 of Exhibit A hereto if there were a taxable disposition of such property, on the date

-9-

of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking section 7701 (g) of the Code into account (i.e., such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject)); and

               (iv) Upon the transfer of all or part of any Unit or other interest in the Partnership, the Capital Account of the transferor Partner, to the extent attributable to the transferred interest, shall carry over to the transferee Partner, provided, however, if the transfer causes the termination of the Partnership for federal income tax purposes under section 708(b)(1)(B) of the Code, the Capital Account that carries over to the transferee Partner shall be subject to adjustment in accordance with Section 4.3(e)(i) hereof in connection with the resulting constructive liquidation of the Partnership for federal income tax purpose;

     4.4. Additional Provisions Regarding Capital Accounts.

     (a) If a Partner pays any Partnership indebtedness or forgives any Partnership indebtedness owing to such Partner, such payment or forgiveness shall be treated as a cash contribution by that Partner to the capital of the Partnership, and the Capital Account of such Partner shall be increased by the amount so paid by such Partner.

     (b) Except as otherwise provided herein, no Partner may withdraw capital from the Partnership nor, except as required by Section 4.2(a) hereof, without the prior consent of the General Partner, may any Partner contribute capital to the Partnership. To the extent any monies which any Partner is entitled to receive pursuant to this Agreement would constitute a return of capital, each of the Partners consents to the withdrawal of such capital.

     (c) A loan by a Partner to the Partnership shall not be considered a contribution of money to the capital of the Partnership, and the balance of such Partner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Partner with respect to advances or other payments made by such Partner on behalf of the Partnership or payments of fees to a Partner which are made by the Partnership shall be considered a return of capital or in any manner affect the balance of such Partner’s Capital Account

     (d) No Partner with a deficit balance in its Capital Account shall have any obligation to the Partnership or any other Partner to restore such deficit balance. In addition, no venturer or partner in any Partner shall have any liability to the Partnership or any other Partner for any deficit balance in such venturer’s or partner’s capital account in the Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Partner (or a capital account of a partner or venturer in a Partner) shall not be deemed to be a liability of such Partner (or of such venturer or partner in such Partner) or a Partnership asset or property. The provisions of this Section 4.4(d) shall not affect any Partner’s obligation to make capital contributions to the Partnership that are required to be made by such Partner pursuant to this Agreement.

     (e) Except as otherwise provided herein, no interest shall be paid on any capital contributed to the Partnership or the balance in any Partner’s Capital Account.

-10-

     (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-l(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The General Partner shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1 (b) of the Regulations.

     4.5. Loans. Any Limited Partner, with the consent of the General Partner, may lend money to the Partnership. If the General Partner or, with the written consent of the General Partner, any Limited Partner makes any loan or loans to the Partnership, the amount of any such loan shall not be treated as a contribution to the capital of the Partnership but shall be a debt due from the Partnership. Any Partner’s loan to the Partnership shall be repayable out of the Partnership’s cash and shall bear interest at prevailing market rates. None of the Partners nor any of their Affiliates shall be obligated to loan money to the Partnership.

5. ALLOCATIONS

     5.1. Allocations of Income and Losses. All items of income or loss of the Partnership shall be allocated to the Partners in accordance with the provisions of Exhibit A attached hereto, which is hereby incorporated by reference for all purposes of this Agreement.

6. DISTRIBUTIONS

     6.1. Distribution of Excess Cask.

     (a) Except as may be otherwise provided in Section 16.3, or as may otherwise be prohibited or required by applicable law, the General Partner may determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve. If such an excess exists, the General Parmer may cause the Partnership to distribute such excess to the Partners, pro rata in accordance with their respective Sharing Percentages.

     (b) Notwithstanding the foregoing, if the General Partner or the Partnership or any Columbia Affiliate has made a claim against Bartow or any Bartow Affiliate pursuant to the Contribution Agreement and such claim has not been satisfied by Bartow or the Bartow Affiliate or waived or released by the party making the claim, the General Partner may withhold from the distribution otherwise due to Bartow or Bartow Affiliate, the General Partner’s reasonable estimate of the amount of such claim pending resolution thereof. Upon resolution of the claim, General Parmer may apply such sum against that claim or pay it to Bartow or Bartow Affiliate as is appropriate based upon the resolution of the claim. The rights and remedies set forth herein

-11-

shall be in addition to (and not limitation of) any other rights and remedies General Partner, the Partnership or any Columbia Affiliates may have with respect to such claim.

     6.2. Distributions of Cash on New Issuances of Units. Except as set forth in Section 6.2(e) below, if Class A and Class C Units are issued by the Partnership pursuant to Section 13.5 below, the cash paid to the Partnership for such Units shall be distributed by the Partnership to either the Class B Limited Partners (as a class) or the current Class A and Class C Limited Partners (as a class), all as more fully set forth in this Section 6.2. Except as set forth in Section 6.2(e). the Partners agree that any such issuance and distributions constitute, and shall be reported as, a sale by the Partners receiving such cash to the newly admitted Class A or Class C Limited Partners.

     (a) In the event that, immediately prior to the issuance of the additional Units the aggregate Sharing Percentage of the Class A and Class C Limited Partners is less than 20%, the Class B Limited Partners shall be deemed to have sold to the newly admitted Class A and/or Class C Limited Partners a portion of the Units then held by the Class B Limited Partners, such portion to be determined as follows:

     (i) If the number of Units issued to the newly admitted Class A and/or Class C Limited Partners, when added to the number of Units held by the current Class A and Class C Limited Partners, does not exceed 20% of the total number of Units held by all Partners immediately prior to the issuance of the new Units, then the General Partner and the Class B Limited Partners shall be deemed to have sold to the newly admitted Class A and/or Class C Limited Partners the Units purchased by such Partners pursuant to Section 13.5. In such event, the cash paid to the Partnership by the newly admitted Class A and/or Class C Limited Partners shall be distributed to the General Partner and the Class B Limited Partners (in proportion to the number of Units held by them, including, with respect to Columbia Sub and any Columbia Affiliate that is a Class B Limited Partner, the Units held by the General Partner) and the number of Units held by the General Partner and each Class B Limited Partner shall be correspondingly reduced.

     (ii) If the number of Units issued to the newly admitted Class A and/or C Limited Partners, when added to the number of Units held by the current Class A and Class C Limited Partners exceeds 20% of the total number of Units held by all Partners, then the General Partner and all of the current Class A, Class B and Class C Limited Partners shall be deemed to have sold a portion of their Units to the newly admitted Class A and/or Class C Limited Partners, such portion being equal to the excess of the number of Units held by the General Partner and the Class B Limited Partners (including, with respect to Columbia Sub and any Columbia Affiliate that is a Class B Limited Partner, the Units held by the General Partner) immediately before the issuance of Units to the newly admitted Class A and/or Class C Limited Partners over the product of 80% multiplied by the total number of Units then held by the Partners before the issuance of the new Units. In addition, the current Class A and Class C Limited Partners shall be deemed to have sold to the newly admitted Class A and/or Class C Partners a portion of their interests in the Partnership, such portion being equal to the decrease in their

-12-

     Sharing Percentages pursuant to Section 1.33 above as a result of the admission of the new Class A and/or Class C Limited Partners.

     (iii) By way of illustration, if the Class B Limited Partners own 65 Units (22.5 Units owned by the Columbia Affiliates and 42.5 Units owned by Bartow and its Affiliates), the General Partner owns 20 Units and the current Class A and Class C Limited Partners own 15 Units and, at such time, new Class A Limited Partners are issued 10 new Class A Units, the Class B Limited Partners would be deemed to have sold 5 Units (2.5 Units from the Columbia Affiliate and 2.5 Units from Bartow and its Affiliates) to the new Class A Limited Partners (representing the reduction in their aggregate Sharing Percentage from 85% to 80%) and the old Class A and Class C Limited Partners would be deemed to have sold 20% of their interests in the Partnership (reflecting the decrease in their aggregate Sharing Percentage from 15% to 12% [(15 units divided by 25 units) x 20%]. Based upon the foregoing, 5/8 of the cash paid by the new Class A Limited Partners should be distributed by the Partnership to the Class B Limited Partners and 3/8 of the cash paid by the New Class A Limited Partners should be distributed by the Partnership to the old Class A and Class C Limited Partners.

     (b) If the old Class A and Class C Limited Partners own 20% or more of the total number of Units held by all Partners outstanding at the time new Class A or Class C Units are issued pursuant to Section 13.5. the old Class A and Class C Limited Partners shall be deemed to have sold a portion of their interests in the Partnership to the new Class A and/or Class C Limited Partners and all of the cash contributed by the new Partners shall be distributed solely to the old Class A and Class C Limited Partners.

     (c) In the event that the General Partner or a Class A, Class B or Class C Limited Partner is deemed to have sold a portion of its Units or interest in the Partnership pursuant to this Section 6.2. the new Class A and/or Class C Limited Partner shall be deemed to have acquired or assumed a corresponding portion of the Capital Accounts(s) of the General Partner or such Class A, Class B or Class C Limited Partners, and neither the General Partner’s nor the old Limited Partners’ nor the new Limited Partners’ Capital Accounts shall be increased or decreased by the amount of cash contributed to, or distributed by, the Partnership.

     (d) All sales deemed made by, and all distributions required to be made to, the General Partner and the Class B Limited Partners (as a class) or the old Class A and Class C Limited Partners (as a class) shall be apportioned among such Partners on the basis of the number of (i) the General Partner’s Units and the Class B Units or (ii) the Class A and Class Units owned by them, respectively. For purposes of determining this apportionment between the Class B Limited Partners, Units held by the General Partner shall be added to the number of Units held by Columbia Sub or any Columbia Affiliate as a Class B Limited Partner.

     (e) In lieu of treating the transactions described above in this Section 6.2 as a sale of Units by the General Partner, the Class A, Class B and/or Class C Limited

-13-

Partners, as applicable, the General Partner may elect to treat the issuance and sale of additional Units as a contribution to the Partnership of the proceeds of the sale of such additional Units, in which case the Partnership shall retain all such proceeds. In such case, each Partner shall retain all Units held by it and the Sharing Percentages of all Partners shall be adjusted appropriately in accordance with Section 1.33. If such election would cause the Class A and Class C Limited Partners to own more than 20% of all Units, then the General Partner may issue additional Class B Units to the Class B Limited Partners so that the Units held by the Class A and Class C Limited Partners equal 20% of all Units then held by all Partners. The Class B Units shall be sold at the same price as the. Class A and/or Class C Units then issued. The proceeds of the sale of the additional Class B Units shall also be retained by the Partnership. Such additional Class B Units shall be offered to the Class B Limited Partners in proportion to the number of Units then held by each of them. For purposes of determining the allocation of that offering between the Class B Limited Partners, Units held by the General Partner shall be added to the number of Units held by Columbia Sub and any Columbia Affiliate as a Class B Limited Partner. If any Class B Limited Partner elects not to acquire its share of the additional Class B Units offered, the other Class B Limited Partners may acquire such Units in proportion to the number of Units owned by them as described in this Section 6.2(e)

7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR

     7.1. Bank Accounts: Investments. The General Partner may (i) establish one or more bank: accounts as provided in Section 8.1(g) into which all Partnership funds shall be deposited or (ii) deposit Partnership funds in a central account established in the name of Columbia or a Columbia Affiliate, provided that detailed separate entries are made on the books and records of the Partnership and on the books and records of Columbia or such Columbia Affiliate with respect to amounts received from the Partnership and deposited in such central account for the account of the Partnership and provided further that withdrawals from such central account shall be made only for the purpose of disbursing funds to the Partnership, paying Partnership costs, expenses, or liabilities, or making distributions to the partners under this Agreement The daily balances of the funds of the Partnership deposited into such central account shall bear interest at a rate equal to the Federal AA Composite Commercial Paper Rate. Funds deposited in the Partnership’s bank accounts may be withdrawn only to pay Partnership debts or obligations or to be distributed to the Partners under this Agreement Partnership funds, however, may be invested in such securities and investments, as the General Partner may select, until withdrawn for Partnership purposes.

     7.2. Books and Records. The General Partner shall keep books of account and records relative to the Partnership’s business. The books shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting. The accrual method of accounting shall also be used by the Partnership for income tax purposes. The Partnership’s books and records shall at all times be maintained at the principal business office of the Partnership or its accountants (and to the extent required by the Act, at the registered office of the Partnership) and shall be available for inspection by the Limited Partners or their duly

-14-

authorized representatives during reasonable business hours. The books and records shall be preserved for four years after the term of the Partnership ends.

     7.3. Determination of Profit and Loss: Financial Statements. All items of Partnership income, expense, gain, loss, deduction and credit shall be determined with respect to, and allocated in accordance with, this Agreement for each Partner for each Partnership fiscal year. Within ninety (90) days after the end of each Partnership fiscal year, the General Partner shall cause to be prepared, at Partnership expense, financial statements of the Partnership for the preceding fiscal year, including, without limitation, a balance sheet, profit and loss statement, statement of cash flows and statement of the balances in the Partners’ Capital Accounts, prepared in accordance with the terms of this Agreement and generally accepted accounting principles consistently applied with prior periods. These financial statements shall be available for inspection and copying during ordinary business hours at the reasonable request of any Partner, and will be furnished to all Class B Limited Partners and to any other Partner upon written request therefor.

     7.4. Tax Returns and Information. The Partners intend for the Partnership to be treated as a partnership, rather than as an association taxable as a corporation, for federal income tax purposes. The General Partner shall prepare or cause to be prepared all federal, state and local income and other tax returns which the Partnership is required to file and shall furnish such returns to the Limited Partners, together with a copy of each Limited Partner’s Form K-l and any other information which any Limited Partner may reasonably request relating to such returns, within ninety (90) days after the end of each Partnership fiscal year; provided, if there are no Class A or Class C Limited Partners, the General Partner shall prepare such returns and other information within the time required by law (including any applicable extension periods available under the Code).

     7.5. Tax Audits. The General Partner shall be the tax matters partner of the Partnership under Section 6231 (a)(7) of the Code. The General Partner shall inform the Limited Partners of all matters which may come to its attention in its capacity as tax matters partner by giving the Limited Partners notice thereof within ten (10) days after becoming so informed. The General Partner shall not take any action contemplated by Sections 6222 through 6232 of the Code unless the General Partner has first given the Limited Partners notice of the contemplated action and received the Approval of the Partners to the contemplated action. This provision is not intended to authorize the General Partner to take any action which is left to the determination of the individual Partner under Sections 6222 through 6232 of the Code.

     7.6. Fiscal Year. The Partnership fiscal year shall be the calendar year.

8. RIGHTS, OBLIGATIONS AND INDEMNIFICATION OF THE GENERAL PARTNER

     8.1. Rights of the General Partner as Manager. Subject to the limitations imposed upon the General Parmer in this Agreement (including, without limitation, Sections 8.3. and 8.4) and to the fiduciary obligations and limitations imposed upon it at law (to the extent not modified herein), in accordance with the Act, the General Partner shall have full, exclusive and complete duty and right to manage and control, and, within its discretion, shall make all decisions and take

-15-

any necessary or appropriate action in connection with the Partnership’s business. Without limiting the General Partner’s power or authority under this Agreement or the Act, the General Partner may (without obtaining the consent or approval of any Partners) take the following actions if, as, when, and to the extent it deems any such action to be necessary, appropriate or advisable, at the sole cost and expense of the Partnership, subject however in all respects to the limitations imposed on the General Partner in this Agreement (including, without limitation, Sections 8.3. and 8.4):

     (a) Borrow money from any source, including without limitation from the General Partner, Columbia or a Columbia Affiliate and, if security is required therefor, to mortgage or subject to any other security device its interest in the Partnership (including its General Partner interest) or any portion of the Partnership’s property, to obtain replacements of any mortgage or other security device, and to prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device, all of the foregoing at such terms and in such amounts as the General Partner deems, in its sole discretion, to be in the best interest of the Partnership;

     (b) Acquire and enter into any contract of insurance which the General Partner deems necessary and proper for the protection of the Partnership, for the conservation of the Partnership’s assets, or for any purpose convenient or beneficial to the Partnership;

     (c) Employ from time to time on behalf of the Partnership, individuals (including employees of the General Partner, the Limited Partners, or any of their Affiliates) on such terms and for such compensation as the General Parmer shall determine (but not in an amount which would be considered unreasonable based upon the scope of an individual employee’s duties and responsibilities), and to enter into agreements for the transfer of Partnership interests to such Persons as provided in Articles 13 and 14 hereof;

     (d) Make decisions as to accounting principles and elections, whether for book or tax purposes (and such decisions may be different for each purpose);

     (e) Set up or modify record keeping, billing and accounts payable accounting systems;

     (f) Alienate, mortgage, pledge or otherwise encumber, sell, exchange, lease or purchase real and/or personal property in fulfillment of the Partnership purposes and for the operation of the Hospital, the New Hospital and other Partnership property;

     (g) Open checking and savings accounts, in banks or similar financial institutions, in the name of the Partnership, and deposit cash in and withdraw cash from such accounts;

     (h) Adjust, arbitrate, compromise, sue or defend, abandon, or otherwise deal with and settle any and all claims in favor of or against the Partnership, as the General Parmer shall, in its sole discretion, deem proper,

-16-

     (i) Enter into, make, perform and carry out all types of contracts, leases, and other agreements, and amend, extend, or modify any contract, lease, or agreement at any time entered into by the Partnership, provided that the General Partner uses its best efforts to insure that all such contracts, leases, or agreements are the result of arm’s length transactions and are representative of fair market value;

     (j) Execute, on behalf of and in the name of the Partnership, any and all contracts, leases, agreements, instruments, notes, certificates, titles or other documents of any kind or nature as deemed necessary and desirable by the General Partner,

     (k) Execute and deliver on behalf of the Partnership a Lease Agreement, pursuant to which the Partnership will lease the Hospital from Bartow, cause the Partnership to perform its obligations thereunder and make all decisions in respect thereof, including, without limitation, the exercise of any right or the enforcement of any obligations thereunder;

     (l) Prepare, file, prosecute and defend a Certificate of Need application to build the New Hospital;

     (m) Obtain all licenses and permits necessary to construct, equip and operate the New Hospital;

     (n) Oversee and implement all aspects of the construction of the New Hospital;

     (o) Engage and contract with such consultants as the General Partner deems necessary to prepare, prosecute and defend a Certificate of Need to build the New Hospital, and upon receipt of such Certificate of Need, to engage and contract with such suppliers, vendors, architects, engineers, general contractors, subcontractors and others as may be necessary to construct, equip and operate the New Hospital;

     (p) Enforce the Partnership’s rights under the Contribution Agreement; and

     (q) Do all acts necessary or desirable to carry out the business for which the Partnership is formed or which may facilitate the General Partner’s exercise of its powers hereunder.

     8.2. Right to Rely on General Partner. No Person or governmental body dealing with the Partnership shall be required to inquire into, or to obtain any other documentation as to, the authority of the General Partner to take any action permitted under Section 8.1. Furthermore, any Person dealing with the Partnership may rely upon a certificate signed by the General Parmer as to the following:

     (a) The identity of the General Partner or any Limited Partner;

     (b) The existence or nonexistence of any fact or facts that constitute a condition precedent to acts by the General Partner or which are in any other manner germane to the affairs of the Partnership;

-17-

     (c) The Persons who are authorized to execute and deliver any instrument or document of the Partnership; or

     (d) Any act or failure to act by the Partnership on any other matter whatsoever involving the Partnership or any Partner.

     8.3. Specific Limitations on General Partner. Notwithstanding anything to the contrary in this Agreement or the Act, without the prior written approval of all of the Limited Partners to the specific act in question, the General Partner shall have no right, power or authority to do any of the following acts, each of which is considered outside the ordinary course of Partnership business:

     (a) To do any act in contravention of this Agreement;

     (b) To dissolve the Partnership at will; or

     (c) To knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction.

     8.4. Additional Limitations on the Authority of the General Partner. Without the prior Approval of the Board, the General Partner shall have no authority to do any of the following:

     (a) Amend this Agreement (except as provided in Section 18.9);

     (b) Change the nature of the business of the Partnership;

     (c) Sell all or substantially all of the assets of the Hospital or the New Hospital;

     (d) Change or reorganize the Partnership into any other legal form;

     (e) Add a new clinical service at the Hospital or the New Hospital that requires a Certificate of Need or, subject to customer demand and seasonal adjustment, reduce, relocate or eliminate any of the clinical services identified on Schedule 4.2(c) to the Contribution Agreement at the Hospital or the New Hospital; provided, however, that neither the Hospital nor the New Hospital will be required to provide any such clinical service that is (i) no longer provided at general acute care hospitals in Polk County, Florida, or (ii) no longer generally recognized by the health care community comprised of Polk County, Florida as constituting an appropriate standard of care or treatment modality provided at general acute care hospitals located in such health care community, and in such instances, such clinical service may be eliminated without the approval of the Governing Board;

     (f) Incur debt on behalf of the Partnership in excess of $1,000,000, except for debt incurred in day-to-day operation of the Hospital or the New Hospital; or

-18-

     (g) Pursue an opportunity presented to the Partnership pursuant to Sections 10.1 or 10.2 hereof or permit a Columbia Affiliate to contribute a health care facility to the capital of the Partnership as described in Section 10.2 hereof.

The limitations in Sections 8.3(b) and (c) and this Section 8.4 shall not be applicable to any General Partner or any Liquidator in winding up and liquidating the business of the Partnership under Article 16.

     8.5. Management of the Partnership. The General Partner shall devote such time to the Partnership as may be necessary to manage and supervise the Partnership business and affairs, but nothing in this Agreement shall preclude the General Partner, at the expense of the Partnership, from employing any Columbia Affiliate or a third party to provide management or other services to the Partnership, always subject, however, to the control of the General Partner. Any transaction between the Partnership and the General Parmer, Columbia or any Columbia Affiliate is hereby expressly authorized provided that the terms of such transactions are generally no less favorable to the Partnership than the terms that would be made available to the Partnership in arm’s length transactions with independent third parties. Columbia Sub, Bartow and the Partnership have heretofore negotiated the terms and conditions of two separate Management Agreements to be entered into between the Partnership and Columbia Sub (which Management Agreements will be successive and not concurrent), pursuant to which Columbia Sub and its successors and assigns shall provide day-to-day management of the operation of the Hospital and the New Hospital. The form of Management Agreements are attached as Exhibits “D” and “E” to the Contribution Agreement The General Parmer is expressly authorized by the Partners to execute and deliver each of the Management Agreements and to cause the Partnership to perform its obligations thereunder.

     8.6. Indemnification of the General Partner.

     (a) Except to the extent such indemnification may be prohibited by law, the Partnership, its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Parmer (and its officers and directors) relating to any liability or damage incurred or suffered by the General Partner (or its officers or directors) by reason of any act performed or omitted to be performed (but not constituting willful misconduct or gross negligence) by the General Partner or its agents or employees in connection with the Partnership’s business, including reasonable attorneys’ fees incurred by the General Partner (and its officers and directors) in connection with the defense of any claim or action based on any such act or omission, which attorneys’ fees may be paid as incurred.

     (b) In the event any Limited Partner shall bring a legal action against the General Partner, including a Partnership derivative suit, the Partnership shall indemnify, hold harmless, and pay all expenses of the General Parmer, including but not limited to attorneys’ fees incurred in the defense of such action, unless the General Partner shall be adjudicated guilty of gross negligence or willful misconduct in connection with the performance of its duties as General Partner of the Partnership.

     (c) The Partnership shall indemnify, hold harmless, and pay all expenses, costs or liabilities of the General Partner (and its officers and directors) which (or who) for the benefit

-19-

of the Partnership makes any deposit, acquires any option, makes any payment, or assumes any obligation in connection with any property proposed to be acquired by the Partnership and which (or who) suffers any financial loss as a result of such action.

     (d) Any indemnification required herein to be made by the Partnership shall be made promptly following the fixing of any loss, liability, or damage incurred or suffered. If, at any time, the Partnership has insufficient funds to provide such indemnification as herein provided, it shall provide such indemnification if and as the Partnership generates sufficient funds, and prior to any distribution to the Partners.

Notwithstanding the foregoing provisions of this Section 8.6, the General Partner shall not be indemnified by the Partnership from any liability for actions or omissions that constitute willful misconduct or gross negligence.

     8.7. Reimbursement. The General Partner shall be entitled to be reimbursed for any and all reasonable costs and expenses incurred by it in connection with managing and operating the Partnership and its properties and business, subject to the limitations in Section 8.5. Such reimbursement shall be paid by the Partnership, upon the written application of the General Partner.

     8.8. Compensation of the General Partner. Except as provided in the Management Agreements, the General Partner shall receive no compensation for the performance of its duties and responsibilities hereunder.

     8.9. Independent Activities. The General Partner and any of its Affiliates may engage in or possess interests in other business ventures of every nature and description, independently, and with others, whether such activities are competitive with the Partnership or otherwise without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner. Except as provided in Section 10.2 hereof, neither this Agreement nor any activity undertaken hereunder shall prevent the General Partner or any of its Affiliates from engaging in such other activities or require the General Partner or any of its Affiliates to permit the Partnership or any Limited Partner to participate in such activities. Furthermore, as a material part of the consideration for the General Partner executing this Agreement and admitting the Limited Partners to the Partnership, the Limited Partners herein waive, relinquish and renounce any right or claim of participation in any such activities.

9. RIGHTS AND STATUS OF LIMITED PARTNERS

     9.1. General The Limited Partners have the rights and the status of limited partners under the Act Except to the extent expressly otherwise provided in this Agreement, the Limited Partners shall not take part in the management or control of the Partnership business, or sign for or bind the Partnership, such powers being vested exclusively in the General Partner.

     9.2. Limitation of Liability. No Limited Parmer shall have any personal liability whatever, solely by reason of his status as a Limited Partner of the Partnership, whether to the Partnership, the General Partner or any creditor of the Partnership, for the debts of the

-20-

Partnership or any of its losses beyond the amount of the Limited Partner’s obligation to contribute its Capital Contribution to the Partnership.

     9.3. Bankruptcy: Death: Etc Neither the Bankruptcy, death, disability nor declaration of incompetence or incapacity of a Limited Partner shall dissolve the Partnership, but the rights of a Limited Partner to share in the Profits and Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such an event, devolve upon the Limited Partner’s estate, legal representative or successor in interest, as the case may be, subject to this Agreement, and the Partnership shall continue as a limited partnership under the Act. The Limited Partner’s estate, representative, or successor in interest shall be entitled to receive distributions and allocations with respect to such Limited Partner’s interest in the Partnership and shall be liable for all of the obligations of the Limited Partner. Furthermore, the Limited Partner’s estate, representative or successor in interest shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not be entitled to any of the rights of a general partner or limited partner under the Act or this Agreement unless such estate, representative or successor in interest is admitted to the Partnership as a Substituted Limited Partner in accordance with Section 13.2.

10. COVENANT NOT TO COMPETE/RIGHT OF FIRST REFUSAL

     10.1. Bartow Covenant Not to Compete Bartow recognizes that (i) the General Partners entering into this Agreement and the Contribution Agreement is induced primarily because of the covenants and assurances made by Bartow hereunder and thereunder, (ii) the covenant not to compete of Bartow and the Bartow Affiliates is necessary to insure the continuation of the business of the Partnership subsequent to Closing; and (iii) irreparable harm and damage will be done to the Partnership in the event that Bartow or any of the Bartow Affiliates compete with the Partnership within the area or areas specified in this Section. Therefore, in consideration of the premises and as a necessary inducement for the General Partner and the Partnership to enter into the Contribution Agreement and consummate the transactions set forth therein, Bartow and the Bartow Affiliates agree that so long as Bartow is a Partner, Bartow and the Bartow Affiliates shall not, without first offering any such opportunity to the Partnership, directly or indirectly, in any capacity own any interest in, manage, operate, control, participate in the management or control of, be employed by, provide consulting services for or maintain or continue any interest whatsoever in any enterprise located within Polk County, Florida which is engaged in any health care related activities. Notwithstanding the foregoing, in the event that the Partnership declines to pursue any opportunity presented to it by Bartow or any Bartow Affiliate, Bartow or such Bartow Affiliate may pursue such opportunity without violating the provisions of this Section 10.1. The parties hereto acknowledge and agree that any remedy at law for any breach of the provisions of this Section 10.1 would be inadequate, and Bartow hereby consents to the granting by any court of competent jurisdiction of an injunction or other equitable relief, without the necessity of posting a bond, cash or otherwise, and without the necessity of actual monetary loss being proved or the General Partner’s or the Partnership’s establishing the inadequacy of any remedy at law, and order that the breach or threatened breach of such provisions may be effectively restrained. To the extent that a court of competent jurisdiction determines that this Section is unenforceable or unreasonable a lesser restriction shall be severable therefrom and enforceable in its place, and the remaining restrictions contained herein shall be enforced independently of each other.

-21-

     10.2. General Partner Covenant Not to Compete The General Partner recognizes that (i) Bartow’s entering into this Agreement and the Contribution Agreement is induced primarily because of the covenants and assurances made by the General Partner hereunder, (ii) the covenant not to compete of the General Partner and the Columbia Affiliates is necessary to ensure the continuation of the business of the Partnership subsequent to Closing; and (iii) irreparable harm and damage will be done to the Partnership in the event that the General Partner or the Columbia Affiliates compete with the Partnership within the area or areas specified in this Section. Therefore, in consideration of the premises and as a necessary inducement for Bartow and the Partnership to enter into the Contribution Agreement and consummate the transactions set forth therein, the General Partner and the Columbia Affiliates agree that so long as Columbia is a Partner, no Columbia Affiliate shall, without first offering any such opportunity to the Partnership, directly or indirectly, in any capacity own any interest in, manage, operate, control, participate in the management or control of, be employed by, provide consulting services for or maintain or continue any interest whatsoever in any enterprise located in Polk County, Florida which is engaged in any health care related activities; provided, however, that his covenant shall not apply to the activities of the Columbia Affiliates described in Schedule 10.2 to the Contribution Agreement In the event that a Columbia Affiliate engages in a single transaction involving multiple health care facilities, one of which is located in Polk County, Florida, such Columbia Affiliate shall be permitted to consummate such transaction without violating the provisions of this covenant so long as such Columbia Affiliate offers to contribute the health care facility located in Polk County to the capital of the Partnership within a reasonable period of time after the consummation of such multiple health care facility transaction. If the Partnership elects to permit the Columbia Affiliate to contribute such health care facility to the capital of the Partnership, the value of same for purposes of determining the adjustment to the General Parmer’s or the Columbia Affiliate’s Sharing Percentage will be based upon the value ascribed to such health care facility in the multiple health care facility transaction. Notwithstanding the foregoing, in the event that the Partnership declines to pursue any opportunity presented to it by any Columbia Affiliate or to accept as a capital contribution a health care facility acquired by a Columbia Affiliate in a multiple health care facility transaction, such Columbia Affiliate may pursue such opportunity and/or continue to operate such health care facility without violating the provisions of this Section 10.2 In the event that the Partnership agrees to pursue the opportunity presented by a Columbia Affiliate or to accept as a capital contribution a health care facility acquired by a Columbia Affiliate in a multiple health care facility transaction and unless otherwise permitted by the Governing Board, the General Partner agrees (i) that in discussions with third party payors, including, without limitation, health maintenance organizations and other managed care entities, the General Partner will use commercially reasonable efforts to include the Hospital or the New Hospital in all arrangements entered into with third party payors, and (ii) not to take any affirmative actions that result in both a substantial reduction in the utilization of the Hospital or the New Hospital and a substantial increase in utilization of the health care facility acquired by or contributed to the capital of the Partnership. The parties hereto acknowledge and agree that any remedy at law for a breach of the provisions of this Section 10.2 would be inadequate, and the General Partner hereby consents to the granting by any court of competent jurisdiction of an injunction or other equitable relief, without the necessity of posting a bond, cash or otherwise, and without the necessity of actual monetary loss being proved or Bartow’s or the Partnership’s establishing the inadequacy of any remedy at law, and order that the breach or threatened breach of such provisions may be effectively restrained. To the extent

-22-

that a court of competent jurisdiction determines that this Section is unenforceable or unreasonable, a lesser restriction shall be severable therefrom and enforceable in its place, and the remaining restrictions contained herein shall be enforceable independently of each other.

11. MEETINGS AND MEANS OF VOTING

     11.1. Meetings of the Partners. Meetings of the Partners may be called by the General Partner and shall be promptly called upon the written request of any one or more Limited Partners who own in the aggregate 20% or more of the aggregate Sharing Percentage in the Partnership. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Partners not less than five (5) and not more than thirty (30) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting.

     Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act (without regard to future amendment), all decisions for which the vote of the Partners is required hereunder shall require the Approval of the Partners for approval. Each Partner’s voting rights shall be the same as that Partner’s Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. A Partner’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement

     11.2. Vote By Proxy. Each Limited Partner may authorize any Person to act on the Partner’s behalf by proxy on all matters in which a Limited Partner is entitled to participate, whether by waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner authorizing such proxy or such Limited Partner’s attorney-in-fact No proxy shall be valid after the expiration of eleven (11) months after the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it

     11.3. Conduct of Meeting. Each meeting of Partners shall be conducted by the General Partner or by a Person appointed by the General Partner. The meeting shall be conducted pursuant to such rules as may be adopted by the General Partner or the Person appointed by the General Partner for the conduct of the meeting.

     11.4. Action Without a Meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing setting forth the action so taken is executed by such number and composition of the Partners as would constitute Approval by the Partners had a meeting been held and the Partners executing the consent voted in person or by proxy at such meeting, which consent may be executed in multiple counterparts. In the event any- action is taken pursuant to this Section 11.4. it shall not be necessary to comply with any notice or timing requirements set

-23-

forth in Sections 11.1 or 11.2. Prompt written notice of the taking of action without a meeting shall be given to the Partners who have not consented in writing to such action.

     11.5. Closing of Transfer Record: Record Date. For the purpose of determining the Partners entitled to notice of or to vote at any meeting of Partners, any reconvening thereof, or to act by consent, the General Partner may provide that the transfer record shall be closed for at least ten (10) days immediately preceding such meeting (or such shorter time as may be reasonable in light of the period of the notice) or the first solicitation of consents in writing. If the transfer record is not closed and if no record date is fixed for determining the Partners entitled to notice of or to vote at a meeting of Partners or by consent, the date on which the notice of the meeting is mailed or the first written consent is received by the General Partner shall be the record date for such determination.

12. Governing Board.

     12.1. Governing Board Effective for all purposes on the date of this Agreement, the General Partner and Bartow shall form a Governing Board of the Partnership (the “Governing Board”) comprised of the Category A Directors and the Category B Directors. The Governing Board shall be created and operate to consider those matters pertaining to the business of the Partnership for which Approval of the Board is required, and as required by accreditation guidelines of the Joint Commission on Accreditation of Healthcare Organizations or any successor organization or entity exercising or performing similar functions (“JCAHO”), and to provide required governance to the Hospital to the extent required by JCAHO. Each individual selected to serve on the Governing Board shall serve for a term of one (1) year and thereafter until his successor is elected, unless he sooner resigns or is removed. A member of the Governing Board may be removed without cause by only that Partner who had the right to vote for his initial appointment. The unexpired term of a removed member shall be filled by an individual appointed by the Partner who had the right to vote on the removed member’s initial appointment to the Governing Board. The Category A Directors and the Category B Directors shall elect annually the Chairman of the Governing Board.

     12.2. Manner of Exercise of Governing Board’s Authority. All responsibilities granted to the Governing Board under this Agreement shall be exercised by the Governing Board as a body, and no member of the Governing Board, acting alone, shall have the authority to act on behalf of the Governing Board. In no event shall the Governing Board have the authority to act on behalf of, or to bind in any way, the Partnership.

     12.3. Meetings of the Governing Board. The Governing Board shall hold regular meetings on at least a quarterly basis. In addition, each member of the Governing Board shall be available at all reasonable times to consult with other members of the Governing Board on matters relating to the duties of the Governing Board. Meetings of the Governing Board shall be held at the call of the General Partner, the Chairman of the Governing Board, or any three members of the Governing Board requesting such meeting through such Chairman, upon not less than five (5) business days written or telephonic notice to the members of the Governing Board, such notice specifying all matters to come before the Governing Board for action at such meeting. The presence of any member of the Governing Board at a meeting shall constitute a waiver of notice of the meeting with respect to such member. The members of the Governing Board may,

-24-

at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. A member’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement. Except as otherwise herein provided, the Category A Directors and the Category B Directors shall each as a class determine the number thereof which shall constitute a quorum of the directors in such category and shall so notify the directors in the other category. Except as otherwise herein provided, no action taken by either category of directors of the Governing Board at any meeting shall be valid unless a quorum for such category is present. No proxy votes at any meeting shall be permitted.

     12.4. Action without a Meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Governing Board may be taken without a meeting if a consent in writing setting forth the action so taken is executed by such number and composition of the members of the Governing Board as would constitute Approval of the Board had a meeting been held and the members executing the consent voted in person at such meeting, which consent may be executed in multiple counterparts. In the event any action is taken pursuant to this Section 12.4, it shall not be necessary to comply with any notice or timing requirements set forth in Section 12.3. Prompt written notice of the taking of action without a meeting shall be given to the Members of the Governing Board who have not consented in writing to such action.

13. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS

     13.1. Transfers by Limited Partners. Except as otherwise set forth in this Article 13, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of its interest in the Partnership without the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior written consent of the General Partner, he may sell his interest in the Partnership if the following conditions are satisfied:

     (a) The sale, transfer or assignment is with respect to one or more Units;

     (b) The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the total interests in the Partnership’s capital and profits within the meaning of Code Section 708(b) (provided that such a sale, transfer or assignment may be completed if Approved by the Board);

     (c) The Limited Partner and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner,

     (d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner,

-25-

covering such securities and tax laws and other aspects of the proposed transfer as the General Partner may reasonably request;

     (e) The Limited Partner has furnished to the transferee a written statement showing the name and taxpayer identification number of such transferee in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder, and

     (f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall include any and all expenses of the General Partner) in connection with such transaction.

Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such transfer and shall furnish to the General Partner the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder.

     13.2. Substituted Limited Partner. No Person taking or acquiring, by whatever means the interest of any Limited Partner in the Partnership, except as provided in Section 13.1 hereof, shall be admitted as a Substituted Limited Partner without the prior written consent of the General Partner (which consent may not be unreasonably withheld, it being the intent of the Partners that the General Partner, acting alone, shall have the authority to recognize a transferee of a Limited Partnership interest as a Substituted Limited Partner and to admit such transferee to the Partnership as a Limited Partner) and unless such Person:

     (a) Elects to become a Substituted Limited Partner by delivering notice of such election to the Partnership;

     (b) Executes, acknowledges and delivers to the Partnership such other instruments as the General Partner may deem necessary or advisable to effect the admission of such Person as a Substituted Limited Partner, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

     (c) Pays a transfer fee to the Partnership in an amount sufficient to cover all reasonable expenses connected with the admission of such Person as a Substituted Limited Partner.

     13.3. Basis Adjustment Upon the transfer of all or part of an interest in the Partnership, at the request of the transferee of the interest the General Partner may, in its sole discretion, cause the Partnership to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Partnership properties as provided by Sections 734 and 743 of the Code.

     13.4. Transfer by General Partner. Notwithstanding any of the provisions of this Agreement to the contrary, the General Partner may transfer, convey, sell or assign its interest herein to any Columbia Affiliate or any third party, and may pledge, encumber, or otherwise give

-26-

as collateral for loans or other indebtedness, any of its general partnership interests in the Partnership, and the pledgee or other holder of any such pledge, encumbrance, or security interest may exercise its rights with respect thereto, including without limitation, its rights to foreclose, transfer, convey, sell or assign such general partnership interest, without the consent of, or notice to, any other Partner.

     13.5. Admission of Additional Limited Partners. The General Partner is authorized to issue limited partnership interests in the Partnership to Persons who are Qualified Purchasers (as to Class A Units) or are eligible as Class B Limited Partners or Class C Limited Partners and to admit them to the Partnership as Additional Limited Partners; provided, however, that the issuance of such limited partnership interests must comply with applicable securities laws. The General Partner is also authorized to issue additional Class B Units to raise capital for the Partnership or in connection with the contribution of a health care facility to the capital of the Partnership by a Columbia Affiliate as provided in Section 10.2 hereof or for such other purposes as are permitted under terms of this Agreement (including, without limitation, the admission of Additional Class B Limited Partners). The General Partner shall have complete discretion in determining the consideration (which must be based on fair market value and which must be fully paid in cash or property at the time of subscription) for the issuance of such limited partnership interests and the terms and conditions under which the Partnership will issue such limited partnership interests and will admit Additional Limited Partners. The General Partner will not permit any Person to become an Additional Limited Partner unless such Person certifies in writing to the General Partner that the Person is a Qualified Purchaser or is eligible as a Class B or Class C Limited Partner and agrees to be bound by the terms of this Agreement The General Partner shall do all things necessary to comply with the Act and is authorized to do all things it deems to be necessary or advisable for admitting any Additional Limited Partner to the Partnership, including, but not limited to, complying with any statute, rule, regulation or guideline issued by any federal, state or other governmental agency. In the event that the General Partner determines to offer limited partnership interests to Additional Limited Partners as provided for in this Section 13.5. Bartow agrees to cooperate with the General Partner and to provide the General Partner necessary historical operating and financial information regarding the assets that Bartow has contributed or leased to the Partnership.

     13.6. Transfer Procedures. The General Partner shall establish a transfer procedure consistent with this Article 13 to ensure that all conditions precedent to the admission of a Substituted Limited Partner or Additional Limited Partner have been complied with, and shall execute a certificate that such covenant has been complied with and shall, upon the written request of any Limited Partner, deliver to such Limited Partner a copy thereof.

     13.7. Invalid Transfer. No transfer of an interest in the Partnership that is in violation of this Article 13 shall be valid or effective, and the Partnership shall not recognize any improper transfer for the purposes of making allocations, payments of profits, return of capital contributions or other distributions with respect to such Partnership interest, or part thereof. The Partnership may enforce the provisions of this Article 13 either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed transfers not in accordance with this Article 13.

-27-

     13.8. Distributions and Allocations in Respect of a Transferred Ownership Interest. If any Partner sells, assigns or transfers any part of his interest in the Partnership during any accounting period in compliance with the provisions of this Article 13. Partnership income, gain, deductions and losses attributable to such interest for the respective period shall be divided and allocated between the transfer or and the transferee by taking into account their varying interests during the applicable accounting period in accordance with Code Section 706(d), using the daily proration method. All Partnership distributions on or before the effective date of such transfer shall be made to the transfer or, and all such Partnership distributions thereafter shall be made to the transferee. Solely for purposes of making Partnership tax allocations and distributions, the Partnership shall recognize a transfer on the day following the day of transfer. Neither the Partnership nor the General Partner shall incur any liability for making Partnership allocations and distributions in accordance with the provisions of this Section 13.8, whether or not the General Partner or the Partnership has knowledge of any transfer of any interest in the Partnership or part thereof where the transferee is not admitted as a Substituted Limited Partner.

     13.9. Additional Requirements of Admission to Partnership. The General Partner shall not admit any Person as a Limited Partner if such admission would have the effect of causing the Partnership to be re-classified for federal income tax purposes as an association taxable as a corporation under the Code, or which would violate any Medicare or other health care law, rule or regulation, or which would violate applicable exemptions from securities registration and securities disclosure provisions under federal and state securities laws. The Partnership may condition the sale of any Units to Class A or C Limited Partners upon receipt of a mandatory purchase option providing the Partnership the obligation to purchase any interests held by a Class A or C Limited Partner if the Partnership receives an opinion of counsel acceptable to the Partnership that ownership by such Class A or C Limited Partners in the Partnership is unlawful.

     13.10. Amendment to Exhibit “B”. The General Partner shall amend Exhibit “B” attached to this Agreement from time to time to reflect the admission of any successor General Partner, Substituted Limited Partners or Additional Limited Partners, or the termination of any Partner’s interest in the Partnership.

     13.11. Conversion to Class B Units. The Class B Limited Partners may, at their option, convert any Class A or Class C Units they acquire into Class B Units. In addition, the General Partner may, at its option, convert any General Partner Units into Class B Units.

14. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS

     14.1. General Partner’s Right of First Refusal Subject to the restrictions on transfer set forth in Article 13, if any Limited Partner receives or obtains an offer from a third party to acquire in any manner all or any part of its interest in the Partnership, which offer the Limited Partner intends to accept, the Limited Partner shall promptly notify the General Partner in writing of the offer received, including the name of the offeror, the number of whole or partial Units offered to be purchased, the proposed purchase price and the other terms and conditions of the offer. The General Partner shall have the option for a period of sixty (60) days from the day it receives notice of such offer to purchase such Limited Partner’s interest in the Partnership on the same terms and conditions contained in the offer. Such right of first refusal is in addition to and not in lieu of the right of the General Partner to consent or withhold consent to and proposed

-28-

transfer as provided in Section 13.1 hereof. The General Partner may exercise its option by notifying the Limited Partner proposing to sell prior to the end of such sixty (60) day period of its intent to exercise the option. If the General Partner fails to or indicates in writing that it will not exercise the option within the period provided, or if the General Partner exercises the option but fails to effect the purchase within the prescribed period, the Limited Partner, in accordance with and subject to the provisions of Article 13. may convey or dispose of the part of the Partner’s interest in the Partnership that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the General Partner. If terms and conditions more favorable, to the proposed purchaser than, or in any material manner different from, those offered to the General Partner should be agreed to by the Limited Partner, the General Partner shall again have the option to purchase the selling Limited Partner’s interest in the Partnership which is subject to the more favorable or different purchase terms in accordance with this Section 14.1. The General Partner may assign the rights in this Section 14.1 to the Partnership, in which event, the Limited Partner’s interest may be liquidated (rather than purchased) by the Partnership. Neither the General Partner nor the Partnership shall be liable or accountable to any Limited Partner which attempts to transfer its interest in the Partnership for any loss, damage, expense, cost, or liability resulting from the General Partner’s exercise or failure to exercise the purchase option under this Section 14.1. delay in notifying the Limited Partner of the General Partner’s intention not to exercise the purchase option, or its enforcement of the requirements of this Section 14.1 in the event that it elects not to exercise the purchase option. The General Partner’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent of the General Partner to allow any third party transferee to become a Substituted Limited Partner, such consent being controlled by the provisions of Section 13.2.

     14.2. Occurrence of Terminating Event or Adverse Terminating Event

     (a) In the event a Terminating Event shall occur with respect to any Class A or Class C Limited Partner, such Partner or the Partner’s successor or other legal representative shall give written notice thereof to the Partnership within thirty (30) days of the occurrence of such event. Upon the receipt of such notice, the Partnership shall have the right, but not the obligation, for the ensuing sixty (60) days to liquidate such Partner’s interest in the Partnership. If the Partnership has not received written notice of a Terminating Event with respect to any Class A or Class C Limited Partner as required under this Section 14.2(a) the Partnership will have the right to liquidate such Partner’s interest in the Partnership for sixty (60) days after the Partnership has actual knowledge of the occurrence of any such event and gives written notice thereof to the Class A or Class C Limited Partner. Notwithstanding anything to the contrary in this Agreement, the failure of a Class A or Class C Limited Partner to notify the Partnership of the occurrence of a Terminating Event as required under this Section 14.2(a) shall not constitute the occurrence of an Adverse Terminating Event

     (b) In the event the General Partner determines that an Adverse Terminating Event has occurred with respect to any Class A or Class C Limited Partner, the Partnership shall give written notice thereof to such Partner and, for a period of sixty (60) days from the date of such notice, the Partnership shall have the right, but not the obligation, to liquidate such Partner’s interest in the Partnership.

-29-

     (c) In the event the Partnership does not elect to exercise its right to liquidate such Partner’s interest in the Partnership pursuant to subsections (a) or (b) above, then the Class B Limited Partners shall have the right, but not the obligation, to purchase such Partner’s interest, pursuant to the terms provided in Section 14.3 hereof.

     14.3. Payment for Partnership interest

     (a) If any Class A or Class C Limited Partner’s interest in the Partnership is liquidated because of the occurrence of a Terminating Event prior to the third anniversary of the date of this Agreement, the amount the Partnership will pay for each Unit owned by such Partner shall be equal to the greater of (i) the “Fair Market Value” of each of his Units, as determined in accordance with Section 14.3(c). or (ii) the amount the Partner paid to acquire his Units less any distributions to such Partner pursuant to Section 6.1hereof; and if any Class A or Class C Limited Partner’s interest in the Partnership is liquidated because of the occurrence of a Terminating Event on or after the third anniversary of the date of this Agreement, the amount the Partnership will pay for each Unit owned by such Partner shall be equal to the “Fair Market Value” of each of his units as determined in accordance with Section 14.3(c)

     (b) If the Partnership liquidates any Class A or Class C Limited Partner’s interest in the Partnership as a result of an Adverse Terminating Event, the amount to be paid by the Partnership to such Partner shall be equal to the lesser of (i) the Fair Market Value of such Partner’s interest, as determined in accordance with Section 14.3(c); or (ii) the amount paid by the Class A or Class C Limited Partner to acquire his Units less any distributions to such Partner pursuant to Section 6.1 hereof.

     (c) If the Partnership liquidates any Class A or Class C Limited Partner’s interest in the Partnership as provided in this Section 14.3, the Fair Market Value of each Unit owned by such Class A or Class C Limited Partner shall be equal to four times the average annual Net Cash from Operations (as hereinafter defined) distributed with respect to a Unit during the three years immediately preceding the date a Terminating Event (or Adverse Terminating Event, as the case may be) has occurred with respect to such Partner (or if the Partnership has been in existence for less than three years, the period of time the Partnership has been in existence). For purposes of this Section 14.3(c) the term “Net Cash From Operations” means the gross cash revenues received from Partnership operations less amounts used to pay or establish reserves for all Partnership expenses, debt payments (principal and interest), capital improvements, capital replacements and contingencies, all as determined by the General Partner. Net Cash From Operations shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances, but shall be increased by any reductions of reserves previously established.

     (d) If the Partnership liquidates any Class A or Class C Limited Partner’s interest in the Partnership as provided in this Section 14.3, the Partnership shall pay any such amounts owed therefor to such Partner or its successor in a lump sum or, at the discretion of the General Partner, in up to sixty (60) equal monthly payments with interest at the “prime” or base rate as established from time to time by Chemical Bank on the unpaid principal balance. If the General Partner exercises its discretion to pay for a liquidated

-30-

Partnership interest in monthly installments, the first such installment will be paid to the Partner or his successor in interest on the first day of the month after thirty (30) days have expired since the Partner’s interest in the Partnership has been terminated. Each subsequent installment shall be paid on the first day of each successive month until the full amount owed to the Partner or his successor in interest has been paid. The Partnership’s obligation to pay the Partner in monthly installments under this Section 14.3 will be evidenced by a nonrecourse promissory note executed by the General Partner on behalf of the Partnership.

     14.4. Subsequent Legislation. If the Class A Limited Partners are prohibited from owning an interest in the Partnership or if the Partnership is prohibited from billing and collecting amounts in respect of patients referred to the Hospital or the New Hospital by the Class A Limited Partners as a result of the enactment of any statute, regulation or other law or the judicial or administrative interpretation of any existing or future statute, regulation or other law, the Partnership will liquidate all the Class A Limited Partners’ interests in the Partnership as provided in this Section 14.4. The Partnership shall pay each Class A Limited Partner for his interest in the Partnership the Fair Market Value of such interest, as determined in accordance with Section 14.3(a) as if a Terminating Event had occurred prior to the third anniversary of the date of this Agreement; provided, however, that in determining such Fair Market Value, the date the Class A Limited Partner’s interest in the Partnership is liquidated under this Section 14.4 will be substituted in Section 14.3(a). At the sole discretion of the General Partner, such amount will be paid to each Class A Limited Partner in either a lump sum or in eighty-four (84) equal monthly payments with interest on the unpaid principal balance at the rate announced from time to time by Chemical Bank as its “prime” or base rate, as such rate may be in effect The first such installment shall be paid to the Class A Limited Partner on the first day of the month after thirty (30) days have expired since the Partner’s interest in the Partnership had been terminated, with subsequent installments paid on the first day of each successive month thereafter until paid in full. The Partnership’s obligation to pay the Class A Limited Partners in eighty-four (84) equal monthly installments under this Section 14.4 will be evidenced by nonrecourse promissory notes executed by the General Partner on behalf of the Partnership.

     14.5. Divorce of Limited Partner. In the event of a divorce of a Limited Partner in which all or any part of the divorcing Limited Partner’s interest in the Partnership is awarded to such Limited Partner’s spouse, the divorcing Limited Partner shall have the first and prior right to purchase from the spouse the interest or portion thereof to be transferred to the spouse. In the event the divorcing Limited Partner is unable or unwilling to purchase such interest within sixty (60) days of the order or settlement agreement effecting the award, the Partnership shall have the exclusive right, but not the obligation, to purchase or to designate a third party purchaser of such interest for a period of sixty (60) days after the expiration of such prior sixty (60) day period or the earlier receipt by the General Partner of notice from the divorcing Limited Partner that he is unable or unwilling to purchase such interest. The Partnership shall give written notice to the spouse of its election to purchase or to designate a third party purchaser of such interest within such sixty (60) day period. In the event of the purchase by either the divorcing Limited Partner or the Partnership or its designee, the purchase price for such interest shall be the price determined in accordance with Section 14.3(a), multiplied by that percentage of the interest of the divorcing Limited Partner which was awarded to the spouse. In determining fair market value, the last day of the month in which the order or settlement agreement effecting the award

-31-

was dated will be substituted in Section 14.3(c) for the date on which a Terminating Event or an Adverse Terminating Event occurs. The purchase price so determined will be payable in the manner described in Section 14.3(d).

     14.6. Federal Income Tax Treatment In the event the Partnership exercises the right to liquidate any Partner’s interest in the Partnership under this Article 14. one hundred percent (100%) of all payments made by the Partnership to such Partner hereunder in consideration for such Partner’s Partnership interest will, for federal income tax purposes, be classified as a Code Section 736(b) payment except for such Partner’s share of the Partnership’s “unrealized receivables,” as defined in Code Section 751(c) which will be classified as a Code Section 736(a)(1) payment. The General Partner shall conclusively determine or cause to be determined any such Partner’s share of “unrealized receivables.” Neither the Partnership nor the General Partner shall be liable to any Person for any inaccuracy in determining any such Partner’s share of the Partnership’s “unrealized receivables.”

15. DISSOLUTION

     15.1. Causes. Each Partner expressly waives any right which, he or it might otherwise have to dissolve the Partnership except as set forth in this Article 15. The Partnership shall be dissolved upon the first to occur of the following:

     (a) The Bankruptcy, dissolution or any other occurrence which would legally disqualify the General Partner from acting hereunder,

     (b) The Approval by the Partners of an instrument dissolving the Partnership;

     (c) The dissolution of the Partnership by judicial decree;

     (d) The General Partner in its reasonable discretion determines that a rule, ordinance, regulation, statute or government pronouncement has or may be enacted that would make any material aspect of this Agreement or the activities conducted by the Partnership unlawful or eliminate or substantially reduce, either directly or indirectly, the benefits that would accrue to the Partners (including the General Partner) with respect to continuing the Partnership’s business operations; or

     (e) December 31, 2050.

     Nothing contained in this Section 15.1 is intended to grant to any Partner the right to dissolve the Partnership at will (by retirement, resignation, withdrawal or otherwise), or to exonerate any Partner from liability to the Partnership and the remaining Partners if it dissolves the Partnership at will. Any dissolution at will of the Partnership shall be in contravention of this Agreement for purposes of the Act Dissolution of the Partnership under Section 15.1(c) shall not constitute a dissolution at will.

     15.2. Reconstitution. If the Partnership is dissolved as a result of an event described in Section 15.1(a). the Partnership may be reconstituted and its business continued if, within ninety (90) days after the date of dissolution, Limited Partners holding one hundred percent

-32-

(100%) of the outstanding Units held by Limited Partners affirmatively elect to reconstitute the Partnership, agree on the identity of the new general partner or partners, and execute an instrument confirming such facts. If the Partnership is reconstituted, an amendment to this Agreement shall be executed and an amended Certificate of Limited Partnership filed of record.

16. WINDING UP AND TERMINATION

     16.1. General If the Partnership is dissolved and is not reconstituted, the General Partner (or in the event that the General Partner has withdrawn or is deemed to be in Bankruptcy), a Liquidator or liquidating committee selected by those Limited Partners who own at least 67% of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner) shall commence to wind up the affairs of the Partnership and to liquidate and sell the Partnership’s assets. The party or parties actually conducting such liquidation in accordance with the foregoing sentence, whether the General Partner, a Liquidator or a liquidating committee, is herein referred to as the “Liquidator.” The Liquidator (if other than the General Partner) shall have sufficient business expertise and competence to conduct the winding up and termination of the Partnership and, in the course thereof, to cause the Partnership to perform any contracts which the Partnership has or thereafter enters into. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property under such liquidation, having due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator (if other than the General Partner) appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and those Limited Partners who own at least 67% of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner). If the General Partner serves as the Liquidator, the General Partner shall not be entitled to receive any fee for carrying out the duties of the Liquidator. The Liquidator may resign at any time by giving fifteen (15) days prior written notice and may be removed at any time, with or without cause, by written notice of Limited Partners who own at least 67% of the aggregate Partners’ Sharing Percentage, excluding that owned by the General Partner. Upon the death, dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the rights, powers and duties of the original Liquidator) will, within thirty (30) days thereafter, be appointed by those Limited Partners who own at least 67% of the aggregate Partners’ Sharing Percentage, excluding that owned by the General Partner, evidenced by written appointment and acceptance. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. The Liquidator shall have and may exercise, without further authorization or consent of any of the parties hereto or their legal-representatives or successors in interest, all of the powers conferred upon the General Partner under the terms of this agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator (if other than the General Partner) shall not be liable as a general partner to the Limited Partners and shall, while acting in such capacity on behalf of the Partnership, be entitled to the indemnification rights set forth in Section 8.6.

     16.2. Court Appointment of Liquidator. If, within ninety (90) days following the date of dissolution or other time provided in Section 16.1, a Liquidator or successor Liquidator has

-33-

not been appointed in the manner provided therein, any interested party shall have the right to make application to any United States Federal District Judge (in his individual and not judicial capacity) for the Middle District of Florida for appointment of a Liquidator or successor Liquidator, and the Judge, acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate a Liquidator or successor Liquidator who shall have all the powers, duties, rights and authority of the Liquidator herein provided.

     16.3. Liquidation. The Liquidator shall give all notices to creditors of the Partnership and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Partnership, the assets of the Partnership (other than cash) shall be sold, its Liabilities and obligations to creditors, including any Partners who made loans to the Partnership as provided in Section 4.4, 4.5 hereof, and all expenses incurred in its liquidation shall be paid, and all resulting items of Partnership income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Partners in accordance with Article 5. All Partnership property shall be sold upon liquidation of the Partnership and no Partnership property shall be distributed in kind to the Partners. Thereafter, all Partnership assets shall be distributed among all Partners having positive Capital Account balances (as determined after giving effect to all adjustments attributable to allocations of items of profit and loss realized by the Partnership during the Fiscal Year in question (including items of profit and loss realized on the liquidation) and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution), pro rata in accordance with such positive Capital Account balances. This distribution shall be made no later than the end of the fiscal year during which the Partnership is liquidated (or, if later, ninety (90) days after the date on which the Partnership is liquidated). Upon the completion of the liquidation of the Partnership and the distribution of all the Partnership funds, the Partnership shall terminate and the General Partner (or the Liquidator, as the case may be) shall have the authority to execute and record all documents required to effectuate the dissolution and termination of the Partnership. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Partners may instead be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership property, collecting amounts owed to the Partnership, and paying any contingent or unforeseen Liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement

     16.4. Creation of Reserves. After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may set up such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership.

     16.5. Final Statement Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Partners a statement which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner’s pro rata portion of distributions under Section 16.3, and the amount retained as reserves by the Liquidator under Section 16.4.

-34-

17. POWER OF ATTORNEY

     17.1. General Partner as Attorney-in-Fact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner, with full power of substitution and resubstitution, his true and lawful attorney-in-fact for him and in his name, place, and stead and for his use and benefit to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as now or hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, to reflect (i) the valid exercise by any General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the valid admission of any Substituted Limited Partner or Additional Limited Partner to the Partnership; or (iv) the valid disposition by any Partner of his interest in the Partnership; and (b) any certificates, instruments, or documents as may be required by, or may be appropriate under, the laws of the State of Florida.

     17.2. Nature of Special Power. The power of attorney granted pursuant to this Article 17:

     (a) is a special power of attorney coupled with an interest and is irrevocable;

     (b) may be exercised by any such attorney-in-fact by listing the Limited Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Limited Partners; and

     (c) shall survive the death, disability, legal incapacity, Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Partner and shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of its interest in the Partnership, except that where the assignment is of such Limited Partner’s entire interest in the Partnership and the assignee, with the consent of the General Partner, is admitted as a Substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

18. MISCELLANEOUS

     18.1. Notices. All notices given pursuant to this Agreement shall be in writing and shall be deemed effective when personally delivered or when placed in the United States mail, registered or certified with return receipt requested, or when sent by prepaid telegram or facsimile followed by confirmatory letter. For purposes of notice, the addresses of the Partners shall be as stated under their names on the attached Exhibit “B”; provided, however, that each Partner shall have the right to change his address with notice hereunder to any other location by the giving of thirty (30) days notice to the General Partner in the manner set forth above.

-35-

     18.2. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive federal laws of the United States and the laws of the State of Florida.

     18.3. Attorneys’ Fees. If any litigation is initiated by the Partnership against any Partner or by any Partner against another Partner or the Partnership relating to this Agreement or the subject matter hereof, the Person prevailing in such litigation shall be entitled o recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection therewith.

     18.4. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Partners, and their respective heirs, legal representatives, successors and permitted assigns; provided, however, that nothing contained herein shall negate or diminish the restrictions set forth in Articles 13 or 14 hereof.

     18.5. Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner. The failure by any party to specifically enforce any term or provision hereof or any rights of such party hereunder shall not be construed as the waiver by that party of its rights hereunder. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.

     18.6.Time. Time is of the essence with respect to this Agreement.

     18.7. Waiver of Partition. Notwithstanding any statute or principle of law to the contrary, each Partner hereby agrees that, during the term of the Partnership, he or it shall have no right (and hereby waives any right that he or it might otherwise have had) to cause any Partnership property to be partitioned and/or distributed in kind.

     18.8. Entire Agreement. This Agreement contains the entire agreement among the Partners relating to the subject matter hereof, and all prior agreements relative hereto which are not contained herein are terminated. This Agreement supersedes, amends and restates in its entirety the Original Partnership Agreement.

     18.9. Amendments. Except as otherwise expressly provided in Section 8.4 and this Section 18.9, amendments or modifications may be made to this Agreement only by setting forth such amendments or modifications in a document Approved by the Partners and any alleged amendment or modification herein which is not so documented shall not be effective as to any Partner. The General Partner may, without the consent of any Limited Partner, amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith to reflect:

     (a) a change in the location of the principal place of business of the Partnership not inconsistent with the provisions of Section 3.2, or a change in the registered office or the registered agent of the Partnership;

-36-

     (b) admission of a Limited Partner into the Partnership or termination of any Limited Partner’s interest in the Partnership in accordance with this Agreement;

     (c) qualification of the Partnership as a limited partnership under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes, provided, in either case, such action shall not adversely affect any Limited Partner,

     (d) a change (i) that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect; (ii) that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute, compliance with any of which the General Partner deems to be in the best interest of the Partnership and the Limited Partners; or (iii) that is required or contemplated by this Agreement;

     (e) an addition to the representations, duties, or obligations of the General Partner, or

     (f) a change to any provision in this Agreement required to be so changed by the staff of the Securities and Exchange Commission or other federal agency or by a State Securities Commissioner or similar official, which change is deemed by such commission, agency or official to be for the benefit or protection of the Limited Partners.

However, no amendment or modification which disproportionately affects the interest of any Partner in the capital, Profits or Losses of, or distributions or allocations with respect to, the Partnership shall be effective as to any Partner unless the same has been set forth in a document duly executed by such Partner.

     18.10. Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain among the Partners as expressed herein, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

     18.11. Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural and the neuter shall include the masculine or feminine gender, and vice versa.

     18.12. Exhibits. Each Exhibit to this Agreement is incorporated herein for all purposes.

-37-

     18.13. Additional Documents. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

     18.14. Section Headings. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent or for any purpose, to limit or define the text of any section.

     18.15. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute but one document.

-38-

     IN WITNESS WHEREOF, the Partners have executed this Agreement as of the day and year first above written.

GENERAL PARTNER:	HCA OF FLORIDA, INC.
	By:	/s/ Jeffrey D. Stone
		Jeffrey D. Stone, Vice President
LIMITED PARTNER:	BARTOW MEMORIAL HOSPITAL, INC.
	By:	/s/ C. Wayne Gunter
		C. Wayne Gunter, Chairman

-39-

LIMITED PARTNERSHIP AGREEMENT
OF
COLUMBIA/BARTOW HEALTHCARE SYSTEM, LTD.

(A Florida Limited Partnership)

     This Limited Partnership Agreement (“Agreement”) is entered into effective as of the 30th of May, 1996, by and between HCA OF FLORIDA, INC., a Florida corporation (the “General Partner”) and BARTOW MEMORIAL HOSPITAL, INC., a Florida not-for-profit corporation (the “Limited Partner”). The General Partner and the Limited Partner are collectively referred to herein as the “ Partners.”

W I T N E S S E T H

ARTICLE I
FORMATION, PURPOSES AND POWERS

     Section 1.01. Formation. The Limited Partner and the General Partner have formed the Partnership pursuant to the Florida Revised Uniform Limited Partnership Act (the “Act”). Immediately following execution of this Agreement, the General Partner shall file a Certificate of Limited Partnership in the office of the Secretary of State of the State of Florida. Except as stated in this Agreement, the Act shall govern the rights and liabilities of the Partners.

     Section 1.02. Name and Term. The name of the Partnership is Columbia/Bartow Healthcare System, Ltd. and the business of the Partnership shall be conducted under that name. The term of the Partnership shall begin upon the filing of the Certificate of Limited Partnership with the Secretary of State of the State of Florida, and shall continue until the date the Partnership is dissolved as provided in Article VII hereof and thereafter, to the extent provided for by applicable law, until wound up and terminated.

     Section 1.03. Principal Office. The principal office of the Partnership where required records will be kept and made available is 1239 East Main Street, Bartow, Florida 33830.

     Section 1.04. Registered Agent and Office. The registered agent of the Partnership shall be CSC/Prentice Hall; the registered office shall be located at 1201 Hayes Street, Tallahassee, Florida 32301. The registered office or the registered agent, or both, may be changed by the General Partner upon filing the statement required by the Act.

     Section 1.05 Purposes. The purposes of the Partnership are to (i) lease and operate Bartow Memorial Hospital, (ii) to apply for and aggressively pursue a Certificate of Need to build a new general acute care hospital that is to be located along US Highway 98 in Bartow, Florida, or such other site as the Partners may agree (the “New Hospital”), and (iii) upon receipt of such Certificate of Need, to construct and equip and thereafter own and operate the New Hospital.

ARTICLE V
RIGHTS, OBLIGATIONS AND INDEMNIFICATION
OF THE GENERAL PARTNER

     Section 5.01. Rights of the General Partner as Manager. The General Partner shall have full, exclusive and complete discretion to manage and control, and shall make all decisions and take any necessary or appropriate actions in connection with, the Partnership’s business, except as limited by applicable law.

     Section 5.02. Obligations of the General Partner. The General Partner shall devote only such part of its time to the Partnership as may be required to manage and supervise the Partnership business and affairs. The General Partner may engage in or possess interests in other business ventures of every nature and description, independently and with others, whether such activities are competitive with the Partnership or otherwise without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner.

     Section 5.02. Indemnification of the General Partner.

     (a) The Partnership; its receiver, or its trustee shall indemnify, hold harmless, and pay all judgments and claims against the General Partner relating to any liability or damage incurred or suffered by the General Partner by reason of any act performed or omitted to be performed by the General Partner or its agents or employees in connection with the Partnership’s business, including, without limitation, reasonable attorneys’ fees incurred by the General Partner in connection with the defense of any claim or action based on any such act or omission, except to the extent indemnification is prohibited by law.

     (b) Any indemnification required herein to be made by the Partnership, its receiver, or its trustee shall be made promptly following the fixing of any loss, liability, or damage incurred or suffered. If, at any time, the Partnership has insufficient funds to provide such indemnification as herein provided, it shall provide such indemnification if and as the Partnership generates sufficient funds, and prior to any distribution to the Partners.

ARTICLE VI
RIGHTS AND STATUS OF LIMITED PARTNER

     Section 6.01. Rights: Limits on Liability. The Limited Partner shall have the rights and the status of a limited partner under the Act. The Limited Partner shall not take part in the management or control of the Partnership business, or sign for or bind the Partnership, such powers being vested exclusively in the General Parmer. Except as provided in the Act, the Limited Partner shall have no personal liability whatever, whether to the Partnership, the General Partner or any creditor of the Partnership, for the debts of the Partnership or any of its losses.

-3-

     Section 6.02. Admission of Additional Partners. The General Partner is authorized to issue additional limited partnership interests in the Partnership and to admit additional limited partners to the Partnership. The General Partner shall have complete discretion in determining the consideration and the terms and conditions with respect to the Partnership admitting additional limited partners.

ARTICLE VII
DISSOLUTION AND TERMINATION

     The Partnership shall be dissolved upon the earlier of the occurrence of any event that would require the Partnership to be dissolved under the Act or December 31, 2050; in such event, the partners may agree in writing to reconstitute the Partnership. In addition, the Partnership shall automatically dissolve on September 30, 1996, in the event that the General Partner and the Limited Partner have not executed and delivered the Definitive Agreement contemplated by that certain Letter of Intent dated as of February 21, 1996, by and between Columbia/HCA Healthcare Corporation and the Limited Partner. If the Partnership is dissolved and is not reconstituted, the General Partner shall commence to wind up the affairs of the Partnership and to distribute the Partnership’s assets in accordance with the Act.

ARTICLE VIII
MISCELLANEOUS

     Section 8:01. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive federal laws of the United States and the laws of the State of Florida.

     Section 8.02. Attorneys’ Fees. If any litigation is initiated by the Partnership against any Partner or by any Partner against another Partner or the Partnership relating to this Agreement or the subject matter hereof, the prevailing party in such litigation shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection therewith.

     Section 8.03. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Partners and their respective heirs, legal representatives, successors and assigns.

     Section 8.04. Amendments. Amendments or modifications may be made to this Agreement only by setting forth such amendments or modifications in a document duly executed by the General Partner and the Limited Partner.

-4-

     IN WITNESS WHEREOF, the Partners have executed this Limited Partnership Agreement effective as of the date and year first above written.

GENERAL PARTNER: HCA OF FLORIDA, INC.

By:	/s/ Rachel A. Seifert
	Name: Rachel A. Seifert
	Title:	Vice President

LIMITED PARTNER: BARTOW MEMORIAL HOSPITAL, INC.

By:	/s/ C. Wayne Gunter
	Title: Chairman

-5-

EX-3.37

Exhibit 3.37

Delaware	PAGE 1
The First State

The first State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BARTOW MEMORIAL LIMITED PARTNER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SECOND DAY OF NOVEMBER, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “BARTOW MEMORIAL LIMITED PARTNER, LLC”.

3120068      8100H		/s/ Jeffrey W. Bullock
110292152 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHEN1SC TION: 8619783 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/02/1999

991465513 — 3120068

CERTIFICATE OF FORMATION
OF
BARTOW MEMORIAL LIMITED PARTNER, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Bartow Memorial Limited Partner, LLC (the “Company’).

     SECOND: The address of the registered office awl the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 2, 1999.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041924 — 3120068

CERTIFICATE OF AMENDMENT
OF
Bartow Memorial Limited Partner, LLC

     1. The name of the limited liability company is Bartow Memorial Limited Partner, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Bartow Memorial Limited Partner, LLC this 15 day of, January 2002.

Bartow Memorial Limited Partner, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager  

EX-3.38

Exhibit 3.38

LIMITED LIABILITY COMPANY AGREEMENT
OF
BARTOW MEMORIAL LIMITED PARTNER, LLC

          This Limited Liability Company Agreement of Bartow Memorial Limited Partner, LLC, effective as of November 2, 1999 (this “Agreement”) is entered into by Bartow Healthcare Partner, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Bartow Memorial Limited Partner, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the

business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Scott L. Mercy	Chairman and Chief Executive Officer
James M. Fleetwood	President and Chief Operating Officer
Kenneth C. Donahey	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 2nd day of November, 1999.

BARTOW HEALTHCARE PARTNER, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.39

Exhibit 3.39

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BOLIVAR PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-FOURTH DAY OF JULY, A.D. 2008, AT 2:11 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “BOLIVAR PHYSICIAN PRACTICES, LLC” -

4579277     8100H		/s/ Jeffrey W. Bullock
110292285 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619710 DATE: 03-14-11

Certificate of Formation
of
Bolivar Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Bolivar Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of July 24, 2008.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:52 PM 07/24/2008
FILED 02:11 PM 07/24/2008

SRV 080814723 — 4579277 FILE

EX-3.40

Exhibit 3.40

Limited Liability Company Agreement
of
Bolivar Physician Practices, LLC

          This Limited Liability Company Agreement of Bolivar Physician Practices, LLC, effective as of July 24, 2008 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Bolivar Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Robert N. Klein, President
David M. Dill, Chief Financial Officer
William M. Gracey, Chief Operating Officer
Paul D. Gilbert, Executive Vice President
R. Scott Raplee, Senior Vice President
Randy McVay, Vice President
Christopher J. Monte, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons

2

to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 24, 2008.

Province Healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.41

Exhibit 3.41

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BOURBON COMMUNITY HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF OCTOBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “BOURBON COMMUNITY HOSPITAL, LLC”.

2956750     8100H		/s/ Jeffrey W. Bullock
110292294 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619853 DATE: 03-14-11

       STATE OF DELAWARE
      SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/19/1998
      981402216 — 2956750

CERTIFICATE OF FORMATION
OF
BOURBON COMMUNITY HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Bourbon Community Hospital, LLC (the “Company”).

     SECOND: The address of the registered office of the Company In the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of October 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE       
SECRETARY OF STATE       
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002    
020040812 — 2956750        

CERTIFICATE OF AMENDMENT

OF

Bourbon Community Hospital, LLC

     1. The name of the limited liability company is Bourbon Community Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Bourbon Community Hospital, LLC this 15 day of January, 2002.

Bourbon Community Hospital, LLC 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager 

EX-3.42

Exhibit 3.42

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
BOURBON COMMUNITY HOSPITAL, LLC

          This Amended and Restated Limited Liability Company Agreement of Bourbon Community Hospital, LLC, is entered into by Hospital Corporation of Kentucky, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Bourbon Community Hospital, LLC, effective as of October 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Bourbon Community Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HOSPITAL CORPORATION OF KENTUCKY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Effective Date”), Hospital Corporation of Kentucky (“Hospital Corporation”) assigned, transferred and conveyed its 100% limited liability company interest in Bourbon Community Hospital, LLC a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Hospital Corporation as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.43

Exhibit 3.43

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “BOURBON PHYSICIAN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF JUNE, A.D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “BOURBON PHYSICIAN PRACTICE, LLC”.

3250380     8100H		/s/ Jeffrey W. Bullock
110292608 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620064 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/23/2000

001323145 — 3250380

CERTIFICATE OF FORMATION
OF
BOURBON PHYSICIAN PRACTICE, LLC

          The undersigned an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

          FIRST: The name of the limited liability company is Bourbon Physician Practice, LLC (the “Company”).

          SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 1013 Centre Road. Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 23, 2000.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AN 01/22/2002

020040834 — 3250380

CERTIFICATE OF AMENDMENT

OF
Bourbon Physician Practice, LLC

          1. The name of the limited liability company is Bourbon Physician Practice, LLC

          2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Bourbon Physician Practice, LLC this 15 day of January, 2002.

Bourbon Physician Practice, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III 

Title Manager 

EX-3.44

Exhibit 3.44

Limited Liability Company Agreement
OF
Bourbon Physician Practice, LLC

          This Limited Liability Company Agreement of Bourbon Physician Practice, LLC, effective as of June 23, 2000 (this “Agreement”) is entered into by LifePoint of Kentucky, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Bourbon Physician Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	Chairman, Chief Executive Officer and President
Kenneth C. Donahey	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Roberto Pantoja	Vice President and Controller

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 23, 2000.

LifePoint oF Kentucky, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.45

Exhibit 3.45

CERTIFICATE

State of Oregon

OFFICE OF THE SECRETARY OF STATE
Corporation Division

I, KATE BROWN, Secretary of State of Oregon, and Custodian of the Seal of said State, do hereby certify:

That the attached Document File for:

BRIM HOSPITALS, INC.

is a true copy of the original documents
that have been filed with this office.

	In Testimony Whereof, I have hereunto set my hand and affixed hereto the Seal of the State of Oregon.
	KATE BROWN, Secretary of State

By	/s/ Debra L. Virag
	Debra L. Virag
	March 11, 2011

Come visit us on the internet at http://www.filinginoregon.com
FAX (503) 378-4381

EX-3.46

Exhibit 3.46

EXHIBIT B

BY-LAWS

OF

BRIM HOSPITALS, INC.

ARTICLE I
CORPORATE PURPOSE

     Section 1. Primary Purpose. The primary purpose and business of this corporation is to own and operate one or more general hospitals, psychiatric hospitals, extended care facilities and other health care facilities (herein sometimes called “facilities”), including all related departments and activities associated therewith. Each of the facilities shall provide as broad a spectrum of services as reasonably possible, commensurate with the health needs of the local community.

     Section 2. General Purpose. The primary purpose and business of this corporation, however, shall not limit any purposes or powers which this corporation may have under the laws of the State of Oregon.

ARTICLE II
OFFICES

     Section 1. Principal Office. The principal executive office of this corporation is hereby fixed and located at: 305 NE 102nd Ave., Portland, OR 97220. The Board of Directors (hereinafter sometimes called the “Board”) is hereby granted full power and authority to change said principal executive office from one location to another.

     Section 2. Other Offices. Branch or subordinate offices may at any time be established by the Board at any other place or places.

ARTICLE III
SOLE SHAREHOLDER

     Section 1. Place of Meetings. Meetings of the Sole Shareholder of this corporation shall be held either at the principal executive office of the corporation or at any other place as may be designated either by the Board or by the Sole Shareholder.

     Section 2. Annual Meeting. The annual meeting of the Sole Shareholder shall be held on such date and at such time as may be fixed by the Board or the Sole Shareholder.

Page 1 — BY-LAWS OF BRIM HOSPITALS, INC.

     Section 3. Special Meetings. Special meetings of the Sole Shareholder, for any purpose whatsoever, may be called at any time by the Board, the President, or the Sole Shareholder.

     Section 4. Action Without a Meeting. Any action by the Sole Shareholder may be taken without a meeting by a written consent to such action signed by the Sole Shareholder.

ARTICLE IV
DIRECTORS

     Section 1. Powers. Subject to limitations of the Articles of Incorporation, these By-Laws and the laws of the State of Oregon, the business and affairs of this corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

     Section 2. Number and Qualification. The authorized number of Directors shall not be less than one (1) nor more than seven (7). The exact number of Directors may be fixed, from time to time, by the Board or the Sole Shareholder.

     Section 3. Vacancies. Vacancies in the Board may be filled by a majority of the remaining Directors, though less than a quorum, or by the Sole Shareholder. Each Director so elected shall hold office until his successor is elected at an annual or special meeting or by the written consent of the Sole Shareholder.

     Section 4. Action by Directors Without Meeting. Any action by the Board may be taken without a meeting if authorized by a writing signed by all of the Directors.

ARTICLE V
OFFICERS

     Section 1. Officers. The officers of this corporation shall be selected and removed by the Board in its discretions and shall consist of a President, any number of Vice Presidents, a Secretary, and a Treasurer. This corporation may also have, at its discretion of the Board, such other officers as this corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.

     Section 2. Authority of Certain Officers. Anything herein to the contrary notwithstanding, the following described officers shall have the authority set forth after their respective designations:

Page 2 — BY-LAWS OF BRIM HOSPITALS, INC.

     a. President. The President shall preside at all meetings of the Sole Shareholder and the Board. The President shall also be the General Manager and Chief Executive Officer of the corporation and shall have the responsibility for, subject to the control of the Board, general supervision, direction and control of the business and affairs of the corporation. The President shall have the general powers and duties of management usually vested in the office of President and General Manager of a corporation and such other powers and duties as may be prescribed by the Board.

     b. Vice President. Each Vice President shall have such powers and perform such duties as from time to time may be prescribed by the Board.

     c. Secretary. The Secretary shall keep or cause to be kept at the principal executive office or such other place as the Board may designate, a book containing minutes of all meetings and written consents to actions of the Sole Shareholder and the Board and a share register. The Secretary shall give, or cause to be given, notice of all the meetings of the Sole Shareholder and of the Board required by these By-Laws, or by law to be given, shall keep the seal of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

     d. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. Such officer shall deliver, or cause to be delivered to the Sole Shareholder, such financial statements and reports as are by law, or these By-Laws required to be delivered to said Shareholder. Such officer shall cause al monies to be deposited in the name and to the credit of the corporation. Such officer shall: (i) disburse or cause to be disbursed, the funds of the corporation as may be ordered by the Board, (ii) render to the President and the Directors, whenever they request it, an account of all transactions and of the financial condition of the corporation, and (iii) have such other powers and perform such other duties as may be prescribed by the Board.

ARTICLE VI
ADMINISTRATOR

     Section 1. Appointment. The Board or its designee shall, for each facility deemed appropriate by the Board, appoint an Administrator (hereinafter “Administrator”). In making such appointment, the Board shall consult with the Governing Board, if any, of the facility. The Administrator shall not be an officer of the corporation but shall be responsible for the management of the respective facility, subject to the policies of the Board and of any applicable Governing Board as approved by the Board.

Page 3 — BY-LAWS OF BRIM HOSPITALS, INC.

     Section 2. Responsibilities. The Administrator shall represent the facility in all aspects of its operations. He shall make periodic reports to the Governing Board, if any, but his line of authority shall derive from the Board. The duties of the Administrator shall include, but not be limited to, the following:

a.	Implementation of policies of the Board and the Governing Board as approved by the Board or its designee, especially those relating to the physical and financial resources of the facility.
b.	Liaison among the Board, Governing Board, administrative staff, the medical staff (if any), and between the facility and the local community.
c.	Organization and management of the facility and its services, departments and subdivisions, delegation of duties, and establishment of formal means of accountability or subordinates.
d.	Taking reasonable steps to the end that the facility complies with applicable laws, rules, and regulations.
e.	Reporting to the Governing Board, if any, on the overall activities of, and developments and inspections affecting the facility.
f.	Develop and maintain a quality improvement plan which has the support and approval of the Board and medical staff.

ARTICLE VII
GOVERNING BOARD

     Section 1. Appointment. For each facility deemed appropriate by the Board of Directors, the Board of Directors shall, through its designee, appoint a local governing body to be known as the Governing Board. Notwithstanding any other provision of these By—Laws, each reference in these By—Laws to “the Governing Board” shall refer to each respective Governing Board so appointed by the Board of Directors, and each reference to “the medical staff” shall refer to each respective medical staff organized pursuant to Section 1 of Article VIII of these By—Laws.

     Section 2. Functions and Duties of Governing Board. The functions, authority and duties of the Governing Board shall be as directed from time to time by the Board of Directors, consistent

Page 4 — BY-LAWS OF BRIM HOSPITALS, INC.

with the Certificate of Incorporation, these By—Laws, applicable laws and regulations, and shall include but not be limited to the following;

a.

Appointments to medical staff:

The Governing Board of each facility with a medical staff organized pursuant to Article VIII, Section 1, shall appoint and reappoint all members to the medical staff, after considering the recommendations of the medical staff Executive Committee, if any. Reappointments shall be made in accordance with the Medical Staff By—Laws and shall be effective as of the first day of the medical staff year as defined in said By—Laws.

(1)	Appointment to the medical staff shall confer on the appointee only such privileges as may be specifically delineated by the Governing Board.
(2)	Each applicant for staff membership and/or clinical privileges shall agree to abide by the Medical Staff By-Laws, Rules, and Regulations, the ethical principles of his profession and facility policies which apply to his activities as a staff member.

b.	Clinical Privileges:
	The Governing Board shall delineate and grant all clinical privileges to members of the medical staff of the facility and to other health professionals who are permitted to practice therein, after considering the recommendations of the medical staff Executive Committee. The scope of clinical privileges so delineated shall be commensurate with the qualifications, experience, and current capabilities of the practitioner.
c.	Reappointment:
	The Governing Board shall meet at least fifteen (15) days prior to the termination of the medical staff year, as defined in the Medical Staff By-Laws, to consider the report of the medical staff Executive Committee on reappointments to the medical staff.
d.	Hearing Procedures; Health Practice Matters; Final Decision:
	The Board of Directors shall be the official body to render final decisions in medical staff hearing and appeal procedures at the facility. The Governing Board shall be the body to make all other decisions affecting staff membership, privileges, categories of other health

Page 5 — BY—LAWS OF BRIM HOSPITALS, INC.

professionals allowed to practice in the facility, enforcement of these By—Laws, the Medical Staff By—Laws, Rules and Regulations, the policies of the Governing Board, and establishment of overall policies in operating the facility.

e.	Joint Committee of Governing Board and Staff:
	If a Governing Board decision is contrary to the recommendation or action of the medical staff Executive Committee or the Governing Board deems that further consideration is necessary with respect to a practitioner’s medical staff membership or privileges, the Governing Board shall submit the matter to a joint committee of Governing Board and medical staff members, or in the discretion of the Governing Board, to the Governing Board Planning Committee as constituted under Section 17 of this Article VII. Said joint committee shall make a report to the medical staff Executive Committee, which shall make a report to the Governing Board for its decision, which shall be final. The Governing Board shall, within a reasonable time, communicate to the appropriate medical staff member or applicant its decision with respect to the appointment, reappointment, and extent of privileges of such member applicant.
f.	Medical Care Evaluation Reports:
	The Governing Board shall require, consider and act upon medical staff reports of medical care evaluation, utilization review and other matters relating to the quality of care rendered in the facility. The Executive Committee of the medical staff shall cause the preparation of such required reports, and the chief of Staff shall present same to the Governing Board on a monthly basis. The Administrator shall provide the medical staff with the necessary administrative assistance to facilitate such reporting, regular analysis of the clinical practice, and utilization review activities within the facility.
g.	Legal Requirements:
	The Governing Board shall direct that all reasonable and necessary steps be taken by the medical staff and administration for meeting and complying with applicable laws and regulations. The Governing Board shall take all reasonable steps to comply with all applicable federal, state, and local laws and regulations.
h.	Facility Plans and Budgets:
	The Governing Board, together with the Administrator, shall develop short-term and long-term plans including

Page 6 — BY—LAWS OF BRIM HOSPITALS, INC.

annual capital and operating budgets, and a long— range master plan to the end that the facility may effectively serve its community. Such plans shall be submitted to the Board of Directors or its designee for its review and approval.

i.	Personnel Policies:
	The Personnel Policies of the facility shall be reviewed periodically by the Administrator and Governing Board, but no less often than once a year and the date of the most recent review shall be indicated on the written policies. A procedure shall be established for notifying employees of personnel policies and changes thereto.
j.	Professional Service Contracts:
	The Governing Board shall periodically review the quality of service rendered by hospital-based physicians and other professional service contractors rendering services or proposed to render services at the facility. The Governing Board shall review and make recommendations on any contractual matter referred to it by the Board of Directors regarding the facility.
k.	Expenses:
	The Governing Board shall have the authority to incur expenses on individual items which do not exceed limits set by the Board of Directors, from time to time.

     Section 3. Composition. The Governing Board of each appropriate facility shall consist of not more than twelve (12) members, including the Chief Executive Officer of the medical staff, if any. The actual number of members shall be determined from time to time by the Board of Directors in its sole discretion. In addition, each facility’s Administrator shall be an ex-officio member without vote. The Governing Board shall be composed of physicians from the active staff and lay persons.

     Section 4. Terms of Service. Commencing with the first annual meeting of the Governing Board, members shall serve initial terms staggered in the following manner: lots shall be drawn in the following proportions: one-third for a one year term, one— third for a two year term, and one-third for a three year term in order that not more than four or fewer than one member shall complete their terms in any given year; the Governing Board year shall be on a calendar year basis, except that each Governing Board may establish a different Governing Board year basis which coincides with the medical staff year applicable to their facility. For purposes of this Section 4, service during any part of a Governing Board year shall be deemed service of a full Governing Board years, regardless whether such partial service results from being appointed to fill out an unexpired term, from the member’s

Page 7 — BY-LAWS OF BRIM HOSPITALS, INC.

resignation or removal, or from any other cause provided that neither service prior to the first annual meeting of the Governing Board, nor service by virtue of being Chief Executive Officer of the medical staff shall be deemed service of or during a Governing Board term. At the expiration of the initial staggered terms, newly appointed or reappointed members shall serve three year terms except where the appointment fills a vacancy as to which less than three years remain; the term of service of such newly appointed members shall be subject to earlier resignation or removal and further subject to the condition that any such newly appointed member shall be provisional for his first Governing Board year, at the end of which the Nominating Committee and the Governing Board may recommend whether such member should service the remaining years, if any, of such first term. Prior to the first day of the last month of the Governing Board year, the Governing Board Nominating Committee shall submit to the Governing Board nominees for appointment, satisfaction of provisional status and reappointment. Prior to the first day of the new Governing Board year, the Governing Board shall submit to the Board of Directors, or its designee, the Governing Board’s recommendations regarding appointment, reappointment, and satisfaction of provisional status. The Board of Directors shall consider said recommendations and make appointments and reappointments prior to or as of the end of the term of the incumbents whose terms are then expiring. A Governing Board member shall serve no more than two (2) consecutive terms, which terms shall not exceed six (6) years in the aggregate, unless the Governing Board requests and the Board of Directors appoints a member to serve an additional term. If a member has served two (2) consecutive terms and has not been requested to serve an additional term, said member shall be ineligible to serve again until at least one (1) full year of non—membership has elapsed.

     Section 5. Qualifications. Members of the Governing Board shall reside in, or have an interest in or association with, the community served by the facility and shall demonstrate familiarity and/or experience with local health issues and needs from the standpoint of a consumer, provider, intermediary, or other professional. Such members shall also demonstrate an active, supportive interest in the facility and a willingness to devote such time and energy as may be necessary in its best interests.

     Section 6. Compensation. Each member of the Governing Board may receive a monthly stipend as fixed, from time to time, by the Board of Directors in its sole discretion.

     Section 7. Insurance. The corporation shall cause all members of the Governing Board to be included as insured persons under the appropriate general and professional liability insurance coverages normally held or provided by this corporation.

     Section 8. Attendance at Meetings. Each member of the Governing Board shall attend at least 75% of the regular Governing Board meetings in each Governing Board year, unless excused by the chairman for good cause. Except in emergencies, a Governing Board

Page 8 — BY-LAWS OF BRIM HOSPITALS, INC.

member shall notify the Chairman or his designee, in advance of any meeting from which said member will be absent, to obtain an excused absence. Failure to meet the foregoing attendance requirement may result in the removal of the member from the Governing Board by the Board of Directors.

     Section 9. Removal. Notwithstanding anything in these By—Laws to the contrary, the Board of Directors nay remove any member of the Governing Board at any time with or without cause.

     Section 10. Vacancies. Vacancies on the Governing Board caused by resignation, death, or removal of a member shall be filled by the Board of Directors after considering the recommendation, if any, of the Governing Board.

     Section 11. Officers. The officers of the Governing Board shall be nominated by the Nominating Committee at the last meeting of each Governing Board year and shall include a Chairman, a Vice-Chairman, and a Secretary, each of whom shall be a member of the Governing Board. These officers shall be elected at the first meeting of the Governing Board year. The tern of elected officers shall be for one (1) year, or until a successor is elected by the Governing Board. No more than three (3) consecutive terms in the same office may be served by the same member. The officers shall perform the duties customarily associated with their offices or as specifically assigned by the Governing Board.

     Section 12. Regular Meetings. Regular meetings of the Governing Board shall be held at least quarterly-annually at the facility or at such other place as may be designated by the Board of Directors or the Governing Board.

     Section 13. Special Meetings. Special meetings may be called by the Chairman at his discretion, or if requested for good cause by two other Governing Board members. Members shall be given written or oral notice of such special meetings, as time permits.

     Section 14. Quorum. A majority of the members of the Governing Board shall constitute a quorum for the transaction of business, and the action of a majority of the Governing Board members present at any meeting at which there is a quorum, when duly assembled, is valid.

     Section 15. Board of Directors Representation. One or more representatives designated by the Board of Directors or the President shall be entitled to attend each regular and special meeting of the Governing Board.

     Section 16. Minutes of Meetings. Minutes shall be taken at each regular and special meeting and shall, within ten (10) days after such meeting, be transmitted to the Board of Directors or its designee by either the Secretary of the Governing Board or the Administrator.

Page 9 — BY-LAWS OF BRIM HOSPITALS, INC.

     Section 17. Committees. The Governing Board shall establish such committees as the Governing Board deems necessary to carry out its duties and functions, and consistent with applicable JCAH standards for committee structure. All committee members and chairmen shall be appointed by the Chairman of the Governing Board and shall serve during the Governing Board year in which they are appointed, unless they resign or are removed by vote of a majority of the Governing Board. Such committees shall include, but not be limited to, the following:

a.	The Nominating Committee. The Nominating Committee shall consist of three (3) members of the Governing Board. The Nominating Committee shall prepare a slate of officers prior to each annual meeting, make recommendations on provisional status of members serving their first Governing Board year, and propose nominees for appointment, reappointment, and to fill vacancies.
b.	The Planning Committee. The Planning Committee shall consist of three (3) or more members, including the Chief of Staff and the Administrator. Its duties shall consist of recommending to the Governing Board the use and development of the physical plant, equipment and services; recommending of overall facility goals as it relates to local community health needs; and reviewing and making recommendations on the facility master plan. This committee shall also, when directed by the Governing Board or the Board of Directors, act as a liaison between and among the medical staff, the Governing Board, and the Administration of the facility. This committee shall meet at least quarterly and at the request of the Committee Chairman, the Chief of Staff, the Governing Board, or the Administrator.
c.	Executive Committee. Executive Committee consisting of two (2) or more Directors which, to the extent determined by unanimous affirmative action of the entire Governing Board, shall have and exercise the authority of the Board in the performance of its functions. The Executive Committee shall act only in the interval between meetings of the Governing Board and shall at all times be subject to the control and direction of that Board. Vacancies in the membership of the Committee shall be filled by the Governing Board.

     Section 18. Honorary Members of Governing Board. The Board of Directors, through its designee, may in its sole discretion, appoint one or more persons who have demonstrated outstanding service and support to the facility, or who would bring desirable experience or knowledge to the Governing Board, as Honorary Members of the Governing Board. Each Honorary Member may attend and participate in Governing Board meetings, shall be ineligible to vote and hold Governing Board office, and shall serve such term and receive such stipend as determined from time to time by the Board

Page 10 — BY-LAWS OF BRIM HOSPITALS, INC.

of Directors. Service as Honorary Member for one (1) Governing Board year may, in the sole discretion of the Board of Directors, satisfy non-membership on the Governing Board within the meaning of Section 4 of this Article VII.

     Section 19. Auxiliary Organizations and Foundations. The Governing Board, subject to the approval of the Board of Directors, may permit such non-profit, tax exempt auxiliary organizations and foundations as may be desired to conduct activities on the premises of the facility. The Governing Board shall review and report to the Board of Directors regarding all by-laws and amendments thereto which govern any such organizations. Such organizations shall include a staff of volunteers and shall provide services such as the following: incidental patient and family care, guides, readers, and receptionists.

ARTICLE VIII
MEDICAL STAFF

     Section 1. Organization. The Governing Board shall organize and grant privileges in the hospital to a medical staff under Medical Staff By-Laws approved by the Governing Board. The Governing Board shall consider recommendations of the medical staff and appoint to the medical staff, in numbers not exceeding the hospital’s needs, physicians who meet the qualifications for membership as set forth in the By-Laws of the medical staff. Each member of the medical staff shall have appropriate authority and responsibility for the care of his patients, subject to such limitations as are contained in these By-Laws and in the By-Laws, Rules and Regulations for the medical staff and subject, further, to any limitations attached to his appointment. Each medical staff member shall observe all ethical principles of his profession.

     Section 2. Appointments. All applications for appointment to the medical staff shall be in writing and addressed to the Administrator of the hospital. They shall contain full information concerning the applicant’s education, licensure, practice, previous hospital experience, and any unfavorable history with regard to licensure and hospital privileges. No applicant shall be denied medical staff membership and/or clinical privileges on the basis of sex, race, creed, color, national origin, having a D.O. degree as opposed to an M.D. degree, or on the basis of any other criterion lacking professional justification.

     Section 3. Hearings. All appointments to the medical staff shall be for two years only, renewable by the Governing Board within a reasonable time period without formal reapplication on the anniversary date of the staff member. When an appointment is not made, renewed, or when privileges have been (or are proposed to be) reduced, suspended, or terminated, the staff member shall be afforded the opportunity of hearing at each step of the process, when requested by the practitioner before the appropriate committee of the medical staff, whose recommendations shall be considered by

Page 11 — BY-LAWS OF BRIM HOSPITALS, INC.

the Governing Board prior to taking final action on the matter within 60 days. Such hearing shall be conducted informally under procedures adopted by the Governing Board so as to assure due process and afford full opportunity for the presentation of all pertinent information. Whenever the Governing Board does not concur with the recommendations of the medical staff relative to clinical privileges, the Joint Conference Committee will meet and review the recommendations prior to a final decision by the Governing Board.

     Section 4. Medical Care — Its Evaluations. The Governing Board shall, in the exercise of its discretion, delegate to the medical staff the responsibility for providing appropriate professional care to the hospital’s patients. Only licensed practitioners with clinical privileges in the hospital shall be given responsibility for the diagnosis and treatment of patients. The medical staff shall conduct a continuing review and appraisal of the quality of professional care rendered in the hospital, and shall report such activities and their results to the Governing Board. The medical staff shall make recommendations to the Governing Board concerning (a) appointments, reappointments, and alterations of staff status, (b) granting of clinical privileges, (c) disciplinary actions, (d) all matters relating to professional competency, (e) patient care evaluation activities and audits, and (f) such specific matters as may be referred to it by the Governing Board.

     Section 5. Medical Staff By-Laws. There shall be By-Laws, Rules and Regulations for the medical staff, setting forth its organization and government. Proposed By-Laws, Rules and Regulations for the medical staff may be recommended by the medical staff, but only those adopted by the Governing Board shall become effective. The Medical Staff By-Laws must include a mechanism for review of decisions, including the right to a hearing at each step of the process when requested by the practitioner.

     Section 6. Miscellaneous. The Chief Administrative Officer shall be empowered to retain or terminate the services of a physician or dentist in a medical-administrative position. This action is subject to review and hearing, if requested, by the Joint Conference Committee/Planning Committee to determine the nature of the reason for the action, and whether both his administrative position and medical staff membership and privileges, or either, shall be affected. The Governing Board may establish, from time to time, auxiliary organizations and will also approve their By-Laws.

ARTICLE IX
OTHER PROVISIONS

     Section 1. Checks and Drafts. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name or payable to this corporation, shall be signed or endorsed by such person or persons and in such

Page 12 — BY-LAWS OF BRIM HOSPITALS, INC.

a manner as shall be determined from time to time by the Board of Directors.

     Section 2. Execution of Contracts. The Board of Directors may authorize one or more officers or agents to enter into any contract or execute any instrument in the name of and on behalf of this corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent, employee or other person shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit, or to render it liable for any purpose of any amount.

     Section 3. Annual Report to Sole Shareholder. Annual and other reports to the Sole Shareholder are hereby expressly waived but not prohibited.

ARTICLE X
AMENDMENTS

     These By-Laws may be amended or repealed by the Board of Directors at any time. Notice of any such amendment or repeal shall be forthwith given to the Sole Shareholder.

Page 13 — BY-LAWS OF BRIM HOSPITALS, INC.

6/26/91

EX-3.47

Exhibit 3.47

Elaine N. Walker
Secretary of State

Certificate

     I, Elaine N. Walker, Secretary of State for the Commonwealth of Kentucky, do hereby certify that the foregoing writing has been carefully compared by me with the original thereof, now in my official custody as Secretary of State and remaining on file in my office, and found to be a true and correct copy of

     ARTICLES OF ORGANIZATION OF

     BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC FILED NOVEMBER 17, 1995;

     CERTIFICATE OF ADMINISTRATIVE DISSOLUTION FILED NOVEMBER 1, 1996;

     APPLICATION FOR REINSTATEMENT FILED MARCH 31, 1997;

     STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH FILED MARCH 31, 1997;

     STATEMENT OF CHANGE OF PRINCIPAL OFFICE ADDRESS FILED MARCH 31, 1997;

     CERTIFICATE OF DISSOLUTION FILED NOVEMBER 3, 1998;

     APPLICATION FOR REINSTATEMENT FILED FEBRUARY 22, 1999;

     STATEMENT OF CHANGE OF PRINCIPAL OFFICE ADDRESS FILED AUGUST 23, 1999;

     STATEMENT OF CHANGE OF PRINCIPAL OFFICE ADDRESS FILED OCTOBER 27, 2000;

     STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH FILED MAY 9, 2001;

     STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH FILED JANUARY 23, 2002;

     STATEMENT OF CHANGE OF REGISTERED AGENT NAME/ADDRESS FILED SEPTEMBER 16, 2008;

     STATEMENT OF CHANGE OF REGISTERED AGENT NAME/ADDRESS FILED APRIL 20, 2010.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal at Frankfort, Kentucky, this 14th day of March, 2011.

/s/ Elaine N. Walker Elaine N. Walker
Secretary of State
Commonwealth of Kentucky
dwilliams/0408088 — Certificate ID: 110982

ARTICLES OP ORGANIZATION
OF
BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC

     These Articles of Organization of BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC are hereby executed and filed in accordance with the Kentucky Limited Liability Company Act of 1994.

     1. Name. The name of the limited liability company shall be Buffalo Trace Radiation Oncology Associates, LLC.

     2. Registered Office and Agent. The agent for service of process shall be The Prentice-Hall Corporation System, Inc. The address of the agent and the registered office of the limited liability company is 326 West Main Street, Frankfort, Kentucky 40601.

     3. Initial Principal Office. The address of the initial principal office is 201 West Main Street, Louisville, Kentucky 40202.

     4. Termination. Unless earlier dissolved by the agreement of the members or pursuant to the terms of the Operating Agreement, the limited liability company shall terminate at midnight on December 31, 2035.

     5. Management. The affairs of the limited liability company shall be managed by its member managers.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization this 5^th day of November, 1995.

/s/ Kristine Kaiser  

Kristine Kaiser, Organizer 

ACCEPTANCE OF APOINTMENT AS REGISTERED AGENT
For
BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC.

     Pursuant to KRS 275.025 and 275.115, The Prentice-Hall Corporation System, Inc. hereby accepts the appointment by Buffalo Trace Radiation Oncology Associates, LLC as the registered agent on whom service of process may be served, at its registered office located at 326 West Main Street, Frankfort, Kentucky 40601.

     Dated this 16 day of November, 1995.

THE PRENTICE-HALL CORPORATION SYSTEM, INC.
By:	/s/ [ILLEGIBLE]

November 16, 1995

VIA REGULAR MAIL

Secretary of State Corporation Division
Room 150
State Capital Building
Frankfort, KY 40601

Dear Sir/Madam:

As per Kristine Kaiser, please find Acceptance of Appointment of Registered Agent for Buffalo Trace Radiation Oncology Associates, LLC.

Thank you for the opportunity to be of service to you.

Sincerely,
 

/s/ Regina Clerkin  

Regina Clerkin 

Corporate Specialist 

Encl..
RC/yb

cc: Kristine Kaiser

ACCEPTANCE OF APOINTMENT AS REGISTERED AGENT
For
BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC.

     Pursuant to KRS 275.025 and 275.115, The Prentice-Hall Corporation System, Inc. hereby accepts the appointment by Buffalo Trace Radiation Oncology Associates, LLC as the registered agent on whom service of process may be served, at its registered office located at 326 West Main Street, Frankfort, Kentucky 40601.

     Dated this 16 day of November, 1995.

THE PRENTICE-HALL CORPORATION SYSTEM, INC.
By:	/s/ [ILLEGIBLE]

COMMONWEALTH OF KENTUCKY
OFFICE OF THE SECRETARY OF STATE
PO BOX 1150
FRANKFORT, KY 40602-1150
(502) 564-2848 Certificate of Administrative Dissolution
or
Revocation of Certificate of Authority

DATE 11/05/1996

Exact Company Name: BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC   Record # 0408088

Pursuant to the provisions of KRS 275.295 and KAS 275.440, the above-named limited liability company has been administratively dissolved or its Certificate of authority has been revoked as of the date of this certificate for the following reason indicated:

þ 1.) Failure to file its annual report.

o 2). Failure to maintain a registered agent or registered office in this state for sixty (60) days or more.

o 3). Failure to notify the Secretary of State within sixty (60) days that its registered agent or registered office has changed, that its registered agent has resigned, or that Its registered office has been discontinued.

o 4). the company has dissolved or disappeared as The result of a merger or other event in its state or country of organization.

A domestic limited liability company that has been administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs A foreign limited liability company’s Authority to transact business in this state shall cease as of date of this Certificate.

For information concerning reinstatement or foreign limited liability company requalification, please contact this office

/s/ John Y. Brown III	To. PRENTICE HALL. CORPORATION SYSTEM
John Y. Brown III Secretary of State	326 WEST MAIN ST.        FRANKFORT, KY 40601—0000

was administratively dissolved under KRS 275.295 on 11/7/95, because the company did not:

þ	File its annual report for the year(s) 1996
	Maintain a registered agent or registered office in this state for sixty (60) days or more.
	Notify the Secretary of State within sixty (60) days that its registered agent or registered office had changed, that its registered agent had resigned, or that its registered office had been discontinued.

The undersigned hereby applies for reinstatement on behalf of the above-named limited liability company and further states as follows.

(1)	The grounds for dissolution either did not exist or have been eliminated; and
(2)	The limited liability company’s name satisfies the requirements of KRS 275.295.

The following documents and fees are enclosed:

(1)	The limited liability company has obtained a certificate from the Kentucky Revenue Cabinet stating that all taxes owed by the limited liability company have been paid;.
(2)	Reinstatement Annual Report:
(3)	A check in the amount $115.00 which includes:

(a)	$100.00 Reinstatement penalty fee;
(b)	$15.00 Annual report fee for 1 year(s).

(4)	Form # SLL-906- Complete this form if a change has occurred to the current principal office address and add $10.00 to the total listed in (3) of this section if the form is being filed as part of this reinstatement.
(5)	Form # SSL-905 - Complete this form if a change has occurred to the current registered office or registered agent, or both. Add $10.00 to the total listed in (3) of this section if the form is being filed as part of this reinstatement.
(6)	Articles of Amendment to the Articles of Organization — If the limited liability company’s name is unavailable for its use at the time of reinstatement, add $40.00 to the total in (3) of this section if an amendment is being filed as part of the reinstatement.

Dated this 23rd day of January, 1997
By:	[ILLEGIBLE]
	SIGNATURE
	Secretary
	TITLE

Limited Liability Company Name

Before Filing an application for reinstatement, each limited liability company should call the office of the Secretary of State to make certain that its company name is still available for use. If a limited liability company’s name is not available for use at the time of reinstatement, articles of amendment changing the company name must accompany this reinstatement.

Pursuant to the provisions of Chapter 275 of the Kentucky Revised Statutes, the undersigned hereby files this statement of change of registered office or registered agent, or both on behalf of said limited liability company which is organized in the state or country of Kentucky and for that purpose submits the following statements:

1.	The name of the limited liability company is Buffalo Trace Radiation Oncology Associates, L.L.C
2.	The street address of the current registered office is

326 West Main St.,	Frankfort KY	40601
Street	City/State	Zip

3. The street address of the registered office is hereby changed to

421 West Main Street,	Frankfort, KY	40601
Street	City/State	Zip

4. The name of the current registered agent is
The Prentice—Hall Corporation System, Inc.

5.	The name of the new registered agent is hereby changed to
	(same as above)

The street address of the registered office and the business office of the registered agent, as changed, will be identical.

	HOSPITAL CORPORATION OF KENTUCKY, INC.
Dated January 20, 1997	BY:	/s/ John M. Franck II
		Signature
		John M. Franck II, Secretary Type or Print Name &Title

CONSENT OF NEW AGENT

I, the prentio-Hall Corporation, consent to serve as the new registered agent on behalf of the limited liability company. System, INC

By:	[ILLEGIBLE]
	Signature of new Agent

SLL-905(7/94) (SEE REVERSE SIDE FOR INSTRUCTIONS)

Pursuant to the provisions of Chapter 275 of the Kentucky Revised Statutes, the undersigned hereby files this statement of change of principal office address on behalf of said limited liability company which is organized in the state or country of Kentucky and for that purpose submits the following statements:

1.	The name of the limited liability company is
	Buffalo Trace Radiation Oncology Associates, L.L.C.

2. The mailing address of the current principal office is

201 West Main St.,	Louisville, KY	40202
Address	City/State	Zip

3. The mailing address of the principal office is hereby changed to

One Park Plaza,	Nashville, TN	37203
Address	City/State	Zip

Dated: January 20, 1997

HOSPITAL CORPORATION OP KENTUCKY, INC.
BY:	/s/ John M. Franck II
	Signature John M. Franck II, Secretary Type or Print Name & Title

SLL-905(7/94) (SEE REVERSE SIDE FOR INSTRUCTIONS)

COMMONWEALTH OF KENTUCKY
JOHN Y. BROWN III
SECRETARY OF STATE

CERTIFICATE OF DISSOLUTION

PRENTICE HALL CORPORATION SYSTEM
421 WEST MAIN ST.
FRAN KFORT KY 40601

Name of Limited Liability Company: Record No: 0408088

BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC

     Pursuant to the provisions of KRS 275.295, the above-named company has been administratively dissolved effective November 3, 1998 for the following reason indicated:

þ 1. The limited liability company did not file its annual report with the Secretary of State within sixty days after it was due.

o 2. The limited liability company was without a registered agent or registered office in this state for sixty days or more.

o 3. The limited liability company did not notify the Secretary of State within sixty days that its registered agent or registered office had been changed, that its registered agent had resigned, or that its registered office had been discontinued.

     A limited liability company administratively dissolved continues its existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs.

/s/ John Y. Brown III
John Y. Brown III Secretary of State

Commonwealth of Kentucky
John Y. Brown III
Secretary of State

Application for Reinstatement
(Limited Liability Company)
BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC

was administratively dissolved under KRS 275 on November 3, 1998 because the company did not:

• File its annual report for the year 1998:

The undersigned hereby applies for reinstatement on behalf of the above named limited liability company and further states as follows.

1.	the grounds for dissolution either did not exist or have been eliminated:
2.	the limited liability company’s name satisfies the requirements of KRS 275.295.

The following documents and fees are enclosed with this application:

(1)	A certificate from the Kentucky Revenue Cabinet stating that all taxes owed by the limited liability company have been paid,
(2)	Reinstatement Annual Report:
(3)	A check in the amount of $115.00 which includes.

(a)	$100.00 reinstatement penalty fee;
(b)	$15.00 Annual report fee for 1 year.

(4)	Form SLL-906 — Complete tnis form if a change has occurred to the current principal office address. Add $10.00 to the total listed in section (3) if the form is being filed as part of this reinstatement.
(5)	Form SLL-905 — Complete this form if a change has occurred to the current registered office or registered agent, or both. Add $10 00 to the total listed in section (3) if the form is being filed as part of this reinstatement.
(6)	Articles of Amendment to the Articles of Incorporation. —If the limited liability company’s name is unavailable for use at the time of reinstatement, add $40.00 to the total in section (3) if an amendment is being filed as part of this reinstatement.

Dated this 18th day of February 1999
BY:	/s/ [ILLEGIBLE]
	Signature Assistant Secretary of Hospital Corporation of Kentucky Title

* Limited liability company name

Before filing an application for reinstatement, each limited liability company should call the office of the Secretary of State (502.564.3490) to make certain that the company name is still available for use. If a limited liability company’s name is not available for use at the time of reinstatement, articles of amendment changing the company name must accompany this application for reinstatement

COMMONWEALTH OF KENTUCKY
JOHN Y. BROWN III
SECRETARY OF STATE

STATEMENT OF CHANGE OF PRINCIPAL OFFICE ADDRESS

Pursuant to the provisions of KRS Chapter 275, the undersigned hereby applies to change the principal office address on behalf of the limited liability company named below and for that purpose submits the following statements:

1. The name of the limited liability company is

Buffalo Trace Radiation Oncology Associates, LLC

(Exact name of limited liability company)

2. The state or country of organization is Delaware

3. The mailing address of the current principal office on file with the Secretary of State is

One Park Plaza	Nashville. TN	37203
Address	city/state	Zip code

4. The mailing address of the principal office is hereby changed to

4525 Harding Road, Suite 300	Nashville, Tennessee	37205
Address	city/state	Zip code

5. This statement will be effective upon filing, unless a delayed effective date and/or time is specified:

(Delayed effective date [ILLEGIBLE] time)

/s/ William F. Carpenter III  

Signature Manager

William F. Carpenter III

Type or Print Name & Title

Date: July 28, 1999.

COMMONWEALTH OF KENTUCKY
JOHN Y. EROWN III
SECRETARY OF STATE

0408088.06
John Y. Brown III
Secretmy of State
Received and Filed
10/27/2000 10:51 AM
Fee Receipt: $10.00
[ILLEGIBLE] - L906

STATEMENT OF CHANGE OF PRINCIPAL OFFICE ADDRESS

Pursuant to the provisions of KRS Chapter 275, the undersigned hereby applies to change the principal office address on behalf of

Buffalo Trace Radiaton Oncology Associates, LLC

(Exact name of limited liability company)

which is organized in the state or country of Delaware and for that purpose submits the following statements:

1. Current principal office address	2. Principal office address is hereby changed to
4525 Harding Road, Suite 300	103 Powell Court, Suite 200
Nashville, TN 37205	Brentwood, TN 37027
3. Signature of /s/ William F. Carpenter III of Member
William F. Carpenter III, Manager Print or type Name and Title Dated October 2000

SLL-905(7/94) (SEE REVERSE SIDE FOR INSTRUCTIONS)

COMMONWEALTH OF KENTUCKY
JOHN Y. BROWN III
SECRETARY OF STATE

0408088.06

John Y. Brown III
Secretary of State
Received and Filed
05/09/2001 11:57 AM
Fee Receipt: $10.00
Pcraine — L905

STATEMENT OF CHANGE OF REGISTERED OFFICE OR AGENT, OF BOTH

Pursuant to the provisions of KRS Chapter 275, the undersigned hereby applies to change the
registered office or registered agent, or both on behalf of

Buffalo Trace Radiation Oncology Associates, LLC

[ILLEGIBLE]

which is organized in the state or country of Kentucky and for that purpose submits the following statements:

1. Name of current registered agent	2. Registered agent is hereby changed to
Prentice Hall Corporation System	Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company
3. Address of Current Registered Office	4. Registered Office is hereby changed to
421 West Main Street Frankfort, KY 40601	421 West Main Street, Frankfort, Kentucky 40601
The street address of the registered office and the business office of the registered agent, as changed will be identical
5. Signature of manager or Member	6. Consent of New Agent
[ILLEGIBLE]	[ILLEGIBLE]

SLL-905 (7/98) (See attached sheet for instruction)

COMMONWEALTH OF KENTUCKY
JOHN Y. BROWN III
SECRETARY OF STATE

0408088.06

John Y. Brown III
Secretary of State
Received and Filed
01/23/2002 10:43 AM
Fee Receipt: $10.00
kwaits - L906

STATEMENT OF CHANGE OF REGISTERED OFFICE OR AGENT, OR BOTH

Pursuant to the provisions of KRS Chapter 275, the undersigned hereby applies to change the registered office or registered agent, or both on behalf of

Buffalo Trace Radiation Oncology Associates LLC

[ILLEGIBLE]

which is organized in the state or country of Kentucky, and for that purpose submits the following statements:

1. Name of current registered agent	2. Registered agent is hereby changed to
CSC — Lawyers Incorporating Service Company	C T Corporation System
3. Address of Current Registered Office	4. Registered Office is hereby changed to
421 W. Main Street Frankfort, KY 40601	Kentucky Home Life Building Louisiville, Kentucky 40202
The street address of the registered office and the business office of the registered agent, as changed will be identical
5. Signature of Manager or Member	6. Consent of New Agent
[ILLEGIBLE]	[ILLEGIBLE]

SLL-905 (7/95) (See attached sheet for instructions)

EX-3.48

Exhibit 3.48

AMENDMENT NO. 1 TO
OPERATING AGREEMENT
OF
BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC

     Amendment No. 1 to Operating Agreement of Buffalo Trace Oncology Associates, LLC, effective as of April         , 2005 (this “Amendment”), is entered into by LifePoint of Kentucky, LLC, as the sole member of the Company as defined below (the “Member”).

     WHEREAS, Buffalo Trace Oncology Associates, LLC, (the “Company”) was formed as a Kentucky limited liability company on November 15, 1995;

     WHEREAS, the Member entered into the Operating Agreement of the Company effective as of November 15, 1995 (the “Operating Agreement”); and

     WHEREAS, the Member desires to enter into this Amendment to amend certain provisions of the Operating Agreement as more fully described herein;

     NOW, THEREFORE, the Operating Agreement is hereby amended as follows:

     1. Section 3.2 of the Operating Agreement under the heading “Membership Certificates.” is hereby amended and restated in its entirety to read as follows:

     “Membership Certificate(s). Membership Certificate(s) representing Membership Interests in the Company shall be in such form determined by the Members, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Kentucky Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code. Membership Certificate(s) shall be signed by the Managing Member and by all other Members, as applicable. Membership Certificate(s) shall be consecutively numbered or otherwise identified. Each Membership Certificate shall contain the date of issue, amount of capital contribution, Membership Interest, and name and address of the Member to whom a Membership Certificate is issued. Such information shall also be entered into the Certificate Register of the Company. A lost, destroyed, or mutilated Membership Certificate may be replaced upon such terms and indemnity to the Company as the members may prescribe. Membership Certificate(s) shall contain the following legend: “The Membership Interest represented by this Membership Certificate is subject to and may be transferred only in accordance with the restrictions contained in the Operating Agreement of the Company, as amended from time to time. The Operating Agreement is on file in the principal office of the Company.”

     2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Kentucky.

     3. Except as amended hereby, the Operating Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

LIFEPOINT OF KENTUCKY, LLC
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President and Secretary

Signature Page to Amendment No. 1
to LLC Agreement of Buffalo Trace Radiation Oncology Associates, LLC

Operating Agreement

OF

BUFFALO TRACE RADIATION ONCOLOGY
ASSOCIATES, LLC

As UNANIMOUSLY ADOPTED BY THE MEMBERS

EFFECTIVE NOVEMBER 15, 1995

TABLE OF CONTENTS

SECTION 1 - DEFINITIONS	1
1.1 Act	1
1.2 Additional Member	1
1.3 Affiliate	1
1.4 Articles	1
1.5 Assignee	2
1.6 Business Day	2
1.7 Capital Account	2
1.8 Capital Contribution	2
1.9 Code	2
1.10 Company	2
1.11 Operating Agreement	2
1.12 Default Interest Rate	2
1.13 Dissociation	2
1.14 Dissolution Event	2
1.15 Immediate Family	2
1.16 Initial Member	2
1.17 Member-Manager	2
1.18 Member	2
1.19 Membership Interest	2
1.20 Net Losses	3
1.21 Net Profits	3
1.22 Permitted Transfers	3
1.23 Person	3
1.24 Property	3
SECTION 2 - NAME AND FORMATION	3
2.1 Name and Formation	3
2.2 Agreement	3
2.3 Effective Date	4
2.4 Term	4
2.5 Registered Agent and Office	4
2.6 Principal Office	4
SECTION 3 - MEMBERS AND MEMBERSHIP	4
3.1 Membership Interest	4
3.2 Membership Certificates	4
3.3 Certificate Register	5
SECTION 4 - TRANSFERABILITY OF MEMBERSHIP INTERESTS	5
4.1 Transfer of Member’s Interest	5
4.2 Further Restrictions on Transfer	5
4.3 Substitute Members	5
4.4 Permitted Transfers	5
4.5 Unauthorized Transfers	6
4.6 Admission of Additional Members	6
4.7 Withdrawal or Reduction of Member’s Contributions to Capital	6

4.8 Approval of Sale of all Assets	6
4.9 Option to MRMC	7
4.10 Option to Brown County Hospital	7
4.11 Distribution of Option Proceeds	7
SECTION 5 - CONTRIBUTIONS AND CAPITAL ACCOUNTS	7
5.1 Initial Contributions	7
5.2 Non-Cash Contribution	8
5.3 Additional Contributions	8
5.4 Maintenance of Capital Accounts	8
5.5 Compliance with Section 704(b)	9
5.6 Compliance with Section 704(c)	10
5.7 Allocation of Profits and Losses	10
5.8 No Interest	10
SECTION 6 - MEMBER’S MEETINGS	10
6.1 Annual Meetings	10
6.2 Special Meetings	10
6.3 Place of Meetings	10
6.4 Meeting Notice and Waiver	10
6.5 Proxies	10
6.6 Quorum	11
6.7 Voting	11
6.8 Adjourned Meeting	11
6.9 Action Without a Meeting	11
6.10 Record Date	11
6.11 Right of Inspection	11
6.12 Privacy	11
SECTION 7 - MEMBER’S REPRESENTATIONS, WARRANTIES, FURTHER ACTIONS AND LIABILITY	11
7.1 Representations and Warranties	11
7.2 Further Action	12
7.3 Liability of Members	12
7.4 Indemnification	12
SECTION 8 - PROHIBITED TRANSACTIONS	12
8.1 Acts Prohibited	12
8.2 Indemnification	13
SECTION 9 - MANAGERS AND MANAGEMENT	13
9.1 Managers	13
9.2 Term of Member-Manager	13
9.3 Authority of Members to Bind the Company	13
9.4 Actions of the Member-Manager	14
9.5 Limitations on Powers of Managing-Member	14
9.6 Compensation of Member-Manager	15
9.7 Expenses of Company	15
9.8 Member-Manager’s Standard of Care	16

9.9 Removal of Member-Manager	16
9.10 No Exclusive Duty to Company	16
SECTION 10 - FISCAL MATTERS	16
10.1 Books of Account	16
10.2 Bank Accounts, Funds, and Assets	16
10.3 Loan by MRMC	17
SECTION 11 - REPORTS AND FINANCIAL STATEMENTS	17
11.1 Tax Returns and Elections	17
11.2 Reports to Members	17
(a) Annual Reports	17
(b) Quarterly Reports	17
(c) Tax Information	17
11.3 Cash Method of Accounting	18
11.4 Tax Matters Person	18
11.5 Company Records; Inspection	18
SECTION 12 - DISTRIBUTIONS	18
12.1 In General	18
12.2 Distributions of Cash Flow	18
12.3 Limitations on Distributions	19
12.4 No Priority	19
12.5 Record Date for Distributions	19
SECTION 13 - DISSOLUTION AND LIQUIDATION	19
13.1 Event of Dissolution	19
13.2 Event of Disassociation	20
13.3 Disassociated Member	21
13.4 Determination of Value and Terms of Payment	22
(a) Determination of Book Value	22
(b) Determination of Fair Market Value	22
(c) Terms of Purchase	23
(d) Indebtedness of a Disassociates Member	24
13.5 Agreement to Continue	24
13.6 Remedy for Breach of Agreement	24
13.7 Winding up	24
13.8 Distribution of Assets	25
13.9 Articles of Dissolution	25
SECTION 14 - DEADLOCK	25
14.1 Events of Deadlock	25
14.2 Cooling Off	25
14.3 Procedure Upon Deadlock	25
14.4 Contents of Bid	26
14.5 Grant of Option	26
14.6 Term of Option and Purchase	27
SECTION 15 - NON-COMPETITION	27

SECTION 16 - IN GENERAL	27
16.1 Amendment of Agreement	27
16.2 Construction	27
16.3 Headings	28
16.4 Severability	28
16.5 Heirs, Successors, and Assigns	28
16.6 Notices	28
16.7 Decree of Dissolution; Partition Forbidden	28
16.8 Counterparts	28
16.9 No Partnership Intended for Nontax Purposes	29
16.l0 Time	29

OPERATING AGREEMENT

     This Operating Agreement of Buffalo Trace Radiation Oncology Associates, LLC, a Kentucky limited liability company organized pursuant to the Act (“Company”), is entered into by and among the Company, Hospital Corporation of Kentucky, Inc., a Kentucky corporation d/b/a Meadowview Regional Medical Center (“MRMC”) and Radiation Therapy Associates, Inc., a Kentucky corporation (“RTA”) and shall be effective as of the Effective Date.

B A C K G R O U N D

     MRMC is a hospital corporation which recognizes a community need for radiation oncology services in the Northern Kentucky and Southern Ohio areas.

     RTA is engaged in the business of developing, owning, leasing and managing medical office facilities equipped with specialized medical equipment.

     The Members have determined that it would be in the best interest of each party if a limited liability company were formed for the purpose of developing, constructing, owning and leasing a medical office specially equipped with medical equipment utilized in radiation therapy services in Maysville, Kentucky (the “PSC Office”).

     The parties further intend that the Company and the PSC Office will be operated as a profit-making venture, but will be structured in a manner not violative of any federal, state or local laws.

SECTION 1. DEFINITIONS.

     1.1 Act - the Kentucky Limited Liability Company Act and all amendments to the Act.

     1.2 Additional Member - A Member other than an initial Member or a substitute Member who has acquired a Membership Interest from the Company.

     1.3 Affiliate (including, with correlative meanings, the term “affiliated”) - Any Person which, directly or indirectly, controls or is controlled by or is under common control with such Member. For the purposes of this definition, “control” (including, with correlative meanings, the term “controlling,” “controlled by,” and “under common control with”) , as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

     1.4 Articles — The Articles of Organization of the Company as properly adopted and amended from time to time by the Members and filed with the Secretary of State.

     1.5 Assignee — A transferee of a Membership Interest who has not been admitted as a Substitute Member.

     1.6 Business Day — Any day other than Saturday, Sunday or any legal holiday observed in the State.

     1.7 Capital Account — The account maintained for a Member or Assignee determined in accordance with Section 11.

     1.8 Capital Contribution — Any contribution of Property, services or the obligation to contribute Property or services made by or on behalf of a Member or Assignee.

     1.9 Code — the Internal Revenue Code of 1986 as amended from time to time.

     1.10 Company — Buffalo Trace Radiation Oncology Associates, LLC, a limited liability company formed under the Act, and any successor limited liability company.

     1.11 Operating Agreement — This Operating Agreement including all amendments adopted in accordance with the Operating Agreement and the Act.

     1.12 Default Interest Rate — The higher of the legal rate or the then-current prime rate quoted by the PNC Bank in Louisville, Kentucky plus three percent.

     1.13 Dissociation — Any action which causes a Person to cease to be a Member as described in Section 13 hereof.

     1.14 Dissolution Event — An event, the occurrence of which will result in the dissolution of the Company under Section 13 unless the Members agree to the contrary.

     1.15 Immediate Family — A Member’s Immediate Family includes the Member’s spouse, children (including natural, adopted and stepchildren), grandchildren, and parents.

     1.16 Initial Member — Those persons whose signatures appear on the initial signature page of this Operating Agreement.

     1.17 Member-Manager — A Member selected to manage the affairs of the Company under Section 8 hereof.

     1.18 Member — An initial Member, substitute Member or Additional Member, and, unless the context expressly indicates to the contrary, includes Managing Members and Assignees.

     1.19 Membership Interest — The rights of a Member or, in the case of an Assignee, the rights of the assigning Member in Distributions (liquidating or otherwise) and allocations of the

2

profits, losses, gains, deductions, and credits of the Company.

     1.20 Net Losses — The losses and deductions of the Company determined in accordance with accounting principles consistently applied from year to year employed under the method of accounting adopted by the Company and as reported separately or in the aggregate, as appropriate, on the tax return of the Company filed for federal income tax purposes.

     1.21 Net Profits — The income and gains of the Company determined in accordance with account principles consistently applied from year to year employed under the method of accounting adopted by the Company and as reported separately or in the aggregate, as appropriate, on the tax return of the Company filed for federal income tax purposes.

     1.22 Permitted Transfers — Any member of the Member’s Immediate Family, or an entity controlled by such Member or by members of the Member’s Immediate Family.

     1.23 Person — An individual, trust, estate, or any incorporated or unincorporated organization permitted to be a member of a limited liability company under the laws of Kentucky.

     1.24 Property — Any property, real or personal, tangible or intangible, including money and any legal or equitable interest in such property, but excluding services and promises to perform services in the future.

SECTION 2. NAME AND FORMATION.

     2.1 Name and Formation. The Members hereby organize the Company as a Kentucky limited liability company pursuant to the provisions of the Act. The name of the Company is Buffalo Trace Radiation Oncology Associates, LLC.

     2.2 Agreement. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members executing the Operating Agreement hereby agree to the terms and conditions of the Operating Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that the Operating Agreement shall be the sole source of agreement of the parties, and, except to the extent a provision of the Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, the Operating Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of the Operating Agreement is prohibited or ineffective under the Act, the Operating Agreement shall be considered amended to the smallest

3

degree possible in order to make the agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of the Operating Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

     2.3 Effective Date. This Operating Agreement shall be effective upon the filing of the Articles and acceptance of the same with the Secretary of State of Kentucky.

     2.4 Term. The Company shall be dissolved and its affairs wound up in accordance with the Act and this Operating Agreement on December 31, 2035, unless the term shall be extended by amendment to this Operating Agreement and the Articles, or unless the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Operating Agreement.

     2.5 Registered Agent and Office. The registered agent for the service of process and the registered office shall be that Person and location reflected in the Articles as filed in the office of the Secretary of State. The Member-Manager, may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member-Manager shall promptly designate a replacement registered agent or file a notice of change of address as the case may be. If the Member-Manager shall fail to designate a replacement agent or change of address of the registered office, any Member may designate a replacement registered agent or file a notice of change of address.

     2.6 Principal Office. The Principal Office of the Company shall be located c/o Columbia/HCA Healthcare Corporation, 201 West Main Street, Louisville, Kentucky 40202.

SECTION 3. MEMBERS AND MEMBERSHIP.

     3.1 Membership Interest. A Member’s Membership Interest shall be the proportion that a Member’s Capital Contribution bears to the aggregate Capital Contributions of all members. The Initial Members of the Company, the initial Membership Interests and initial Capital Contributions are set forth on Exhibit A attached hereto and made a part hereof.

     3.2 Membership Certificates. Membership Certificates representing Membership Interests in the Company shall be in such form as determined by the Members. Membership Certificates shall be signed by the Managing Member and by all other Members. Membership Certificates shall be consecutively numbered or otherwise identified. Each Membership Certificate shall contain the date of issue, amount of capital contribution, Membership

4

Interest, and name and address of the Member to whom a Membership Certificate is issued. Such information shall also be entered into the Certificate Register of the Company. A lost, destroyed, or mutilated Membership Certificate may be replaced upon such terms and indemnity to the Company as the members may prescribe. Membership Certificates shall contain the following legend: “The Membership Interest represented by this Membership Certificate is subject to and may be transferred only in accordance with the restrictions contained in the Operating Agreement of the Company, as amended from time to time. The Operating Agreement is on file in the principal office of the Company.”

     3.3 Certificate Register. The Manager-Members shall maintain or cause to be maintained a Certificate Register listing each Membership Certificate and the information detailed in Section 3.2. The Certificate Register shall be prima-facie evidence of the Members entitled to examine the Certificate Register or to vote at any Members’ meeting.

SECTION 4. TRANSFERABILITY OF MEMBERSHIP INTERESTS.

     4.1 Transfer of Member’s Interest. Subject to the provisions of section 4.9, no Member may assign, convey, sell, encumber, or in any way transfer all or a portion of the Member’s Membership Interest except with the prior written consent of all other Members, which consent may be given or withheld, conditioned, or delayed at the sole discretion of the other Members.

     4.2 Further Restrictions on Transfer. No Member shall assign, convey, sell, encumber, or otherwise transfer all or a portion of the Member’s Membership Interest: (1) without registration under applicable federal and state securities laws, or unless such member delivers an opinion of counsel satisfactory to the Company that registration under such laws is not required; or (2) if, added to the total of all other Membership Interests sold or exchanged in the preceding twelve months, the sale or exchange of that Membership Interest would cause the termination of the Company under Section 708 of the Code. Any transfer that violates this section 4.2 is void.

     4.3 Substitute Members. A transferee may become a substitute Member if (1) the requirements of sections 4.1 and 4.2 are met; (2) such transferee executes an instrument accepting and adopting the terms of this Operating Agreement, which is in a form satisfactory to the remaining Members; and (3) the transferee pays any reasonable expenses incurred in connection with the transferee’s admission.

     4.4 Permitted Transfers. Any transfer of a Membership Interest in the Company shall take effect at the beginning of the month following the transfer. Any transferee shall take subject to the restrictions on transfer contained in this Operating Agreement.

5

     4.5 Unauthorized Transfers. Upon any transfer of a Membership Interest in violation of this Operating Agreement, the transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member; such transferee shall be entitled to receive only the share of profits or other income and return of capital contribution to which the transferor of the Membership Interest would otherwise be entitled.

     4.6 Admission of Additional members. The Members may, upon unanimous written consent, admit to the Company Additional Members who will participate in the profits, losses, available cash flow, and ownership of the assets of the Company on such terms as are determined by all of the Members. Admission of Additional Members may result in a dilution of the Membership Interests of existing Members.

     4.7 Withdrawal or Reduction of Member’s Contributions to Capital. A Member, irrespective of the nature of its contribution, has the right to demand and receive only cash (not property in kind) in return for its contribution to capital. A Member shall not receive out of the Company’s property any part of its contributions to capital until all liabilities of the Company, except liabilities to Members on account of their contributions to capital, have been paid or there remains property of the Company sufficient to pay them. Except as otherwise provided herein, no Member shall be entitled to withdraw any part of its Capital Account or to receive any distribution from the Company, except as may be authorized by the Members or until the full and complete winding up and liquidation of the business and affairs of the Company. In the case of an Event of Disassociation (as defined in Section 13.2 hereof), the Dissociated Member, Dissociated Member’s estate, or Dissociated Member’s successor shall be entitled to receive, within a reasonable time after the Event of Disassociation, an amount equal to the amount determined in accordance with section 13.4 hereof. In determining the schedule of any distribution or distributions made by the Company as a result of a Member’s Event of Disassociation, the Company shall consider the Company’s ability to make such distribution or distributions without jeopardizing the financial ability of the Company to continue its business as well as any law, regulation, contract, agreement, ruling or judgement which may or does prohibit such distribution or if such distribution is or would cause a default in any of the foregoing.

     4.8 Approval of Sale of All Assets. The sale, exchange, or other disposition of all, or substantially all, of the Company’s property as part of a single transaction or plan shall require approval of the Members holding a minimum of 80% of all Membership Interests.

6

     4.9 Option to MRMC. If any Member receives a written, bona fide offer to purchase such Member’s Membership Interest that such Partner intends to accept, such Member (hereinafter called “Selling Member”) shall give written notice of such offer to MRMC and such offering notice shall contain all material terms and conditions of the offer, together with a copy of the offer. Within 60 days after receipt of the offering notice, MRMC shall notify the Selling Member of its intent to purchase the interest of the Selling Member upon the terms and conditions contained in the offer. In the event MRMC fails to so notify the Selling Member within the 60-day period, the Selling Member shall have the right to sell its Membership Interest in the Company to the proposed transferee upon the terms and conditions contained in the offering notice or upon other terms and conditions not more favorable than those contained in the offering notice.

     4.10 Option to Brown County Hospital. The Members hereby acknowledge that the Company has granted an option to Brown County General Hospital (“Brown County”) to purchase a ten percent (10%) Membership Interest in the Company. Such option is exercisable commencing on the date hereof and terminating July 31, 1997. Brown county may exercise such option by providing the Company written notification of its intent to exercise such option prior to the termination date and of the proposed closing date for the purchase by Brown County of a Membership Interest, which date shall not be more than sixty (60) days following the date of written notification. The option price shall be determined by multiplying the Membership Interest percentage being purchased by Brown County by the value of the total capital contributions to the Company by all Members, as more specifically defined in the Option Agreement. Such amount shall be paid to the Company in cash on the closing date.

     4.11 Distribution of Option Proceeds. In the event Brown County exercises the option granted to it, as described in section 4.10 above, the Company shall distribute the net cash proceeds received by the Company between MRMC and RTA in accordance with their initial Membership Interest percentages of 70% and 30%, respectively. For the purposes of this section 4.11, the term “net cash proceeds” shall mean the total cash proceeds received by the Company in connection with Brown County’s purchase, less any expenses incurred by the Company in connection therewith, including, but not limited to, legal, accounting or other costs.

SECTION 5. CONTRIBUTIONS AND CAPITAL ACCOUNTS.

     5.1 Initial Contributions. The initial capital of the Company shall consist of $1,799,778.00. Each Initial Member shall make the Capital Contribution described for that Member on Exhibit A. The initial cash contributions of the Members shall be paid in accordance with the schedule attached hereto as Exhibit A-1. No interest shall accrue on any Capital Contribution and no Member

7

shall have the right to withdraw or be repaid any Capital Contribution, except as provided in this Operating Agreement.

     5.2 Non-Cash Contribution. Simultaneous herewith, RTA shall contribute certain assets to the Company, consisting of: the business plan for the PSC Office, including all feasibility and other studies relating to the PSC Office, financial projections, preliminary budgets, legal fees and any other rights, assets or interests relating to the acquisition, construction, development and ownership of the PSC Office (the ‘Business Plan”). RTA shall receive a credit of $179,978.00 (as set forth in section A. above) as a Capital Contribution for the contribution of such assets to the Company, which all Members hereby acknowledge and agree represents the fair market value of such assets.

     5.3 Additional Contributions. In addition to the Initial Capital Contributions, the Member-Manager may determine from time to time that additional contributions are needed to enable the Company to conduct its business. Upon making such a determination, the Member-Manager shall give notice to all Members in writing at least 10 Business Days prior to the date on which such contribution is due. Such notice shall set forth the amount of additional contribution needed, the purpose for which the contribution is needed, and the date by which the Members should contribute. In the event any one or more Member does not make its additional contribution (the “Delinquent Member”), the Member-Manager may elect to allow the other Members to contribute the amount of the obligation in proportion to such Member’s Membership Interests, with those Members who contribute (the “Contributing Members”) to contribute additional amounts equal to any amount of the obligation not contributed. The Contributing Members shall be entitled to treat the amounts contributed pursuant to this section as a loan from the Contributing Members bearing interest at the Default Interest Rate secured by the Delinquent Member’s interest in the Company. Until such loans are fully repaid the Contributing Members shall be entitled to all distributions to which the Delinquent Member would have been entitled. Notwithstanding the foregoing, no obligation to make an additional contribution may be enforced by a creditor of the Company or other Person other than the Company unless the Member expressly consents to such enforcement or to the assignment of the obligation to such creditor.

     5.4 Maintenance of Capital Accounts. A Capital Account shall be maintained for each Member. Each Member’s Capital Account shall be increased by:

          (a) The amount of money and the fair market value of Property contributed by the Member (net of liabilities that the Company assumes or takes subject to under Code Section 752); and

8

          (b) The amount of any Net Profits and any separately allocated items of income and gain allocated to the Member.

Capital Accounts shall be decreased by:

          (c) The amount of money and the fair market value of Property distributed to the Member by the Company (net of any liabilities that the member assumes or takes subject to under Code Section 752);

          (d) Allocations to the Member of Company expenditures that are not deductible in computing the Company’s taxable income and that are not capital expenditures; and

          (e) Allocations to the Member of Net Losses and of any separately allocated items of loss or deduction.

          5.5 Compliance with Section 704(b). The manner in which Capital Accounts are to be maintained pursuant to this Operating Agreement is intended to comply with the requirements of Code Section 704(b) and applicable Treasury Regulations. The following special allocations shall be made in the following order:

          (a) Minimum Gain Chargeback. If there is a net decrease in Company minimum gain during the year, each Member shall be specially allocated items of Company income and gain for the year (and, if applicable, subsequent years) equal to such Member’s share of the net decrease in Company minimum gain. This allocation shall be defined, interpreted, and determined in accordance with applicable Treasury Regulations.

          (b) Member Minimum Gain Chargeback. If there is a net decrease in Member minimum gain attributable to a Member nonrecourse debt during the year, each Member with a share of the Member minimum gain shall be specially allocated items of Company income and gain for the year equal to such Member’s share of the decrease in Member minimum gain attributable to such Member. This allocation shall be defined, interpreted, and determined in accordance with applicable Treasury Regulations.

          (c) Qualified Income Offset. If a Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704-1(b) (2) (ii)(d) (4)-(6), items of Company income and gain shall be specially allocated to each Member in an amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the negative Capital Account balance of such Member as quickly as possible. This allocation shall be made only if a Member would have a negative Capital Account balance after all allocations in section 13 are made.

9

     5.6 Compliance with Section 704(c). In accordance with Code Section 704(c) and applicable Treasury Regulations, income, gain, loss, and deductions, with respect to any Property contributed to the capital of the Company, shall be allocated, solely for tax purposes, among the Members for the purpose of taking into account any difference between the adjusted basis of the contributed Property and its fair market value when the contribution was made.

     5.7 Allocation of profits and Losses. The Net Profits and Net Losses of the Company for each fiscal year shall be allocated among the Members in proportion to their Membership Interests in the Company. Any credit available for income tax purposes shall be allocated among the Members in the same manner.

     5.8 No Interest. No interest shall be paid on initial or subsequent Capital Contributions to the Company.

SECTION 6. MEMBERS’ MEETINGS.

     6.1 Annual Meetings. Annual Members’ meetings shall be held to elect the Member-Manager and transact any other business that may properly come before the meeting. Unless otherwise determined by resolution of the Members, annual Members’ meetings shall be held on the first Tuesday in January at 10:00 a.m. If the first Tuesday in January is a legal holiday, the meeting shall be held on the next business day.

     6.2 Special Meetings. Special Members’ meetings may be called by the Member-Manager or when requested in writing by the holders of not less than ten percent of the Membership Interests of the Company as of that date. Action taken at the meeting is limited to the purpose and business described in the meeting notice.

     6.3 Place of Meetings. Members’ meetings shall be held at a place in Kentucky or elsewhere that shall be designated by the Member-Manager and included in the meeting notice. A Members’ meeting may be held by telephone conference.

     6.4 Meeting Notice and Waiver. Written notice of a Members’ meeting stating the subject, time, date, and place of the meeting shall be delivered neither fewer then 10 nor more than 30 days prior to the date set for such meeting, either personally or by mail to each Member entitled to vote at such meeting.

     6.5 Proxies. A Member may vote at Members’ meetings in person, by a dated, written proxy executed by the member or an authorized attorney-in-fact. Proxies and powers of attorney shall be filed with the Member-Manager before or at the time of the meeting. Unless otherwise provided in the proxy, proxies shall be valid for eleven months after the date of the proxy.

10

     6.6 Quorum. A quorum at a Members’ meeting shall consist of the holders of a majority of the Membership Interests entitled to vote. Business may be conducted until the meeting is adjourned, notwithstanding the withdrawal of enough Members to leave less than a quorum.

     6.7 Voting. If a quorum is present, the affirmative vote of a majority of the Membership Interests represented at the meeting and entitled to vote on the subject matter shall be the act of the Members unless otherwise prescribed by law, the Articles of Organization, or this Operating Agreement.

     6.8 Adjourned Meeting. Upon the adjournment of a meeting, it shall not be necessary to give notice of the adjourned meeting, other than an announcement at the original meeting of the time and place to which the meeting is adjourned. Business permitted to be transacted at the original meeting may be transacted at the adjourned meeting.

     6.9 Action Without a Meeting. Any action of the Members may be taken by dated, written consent without a meeting. Such consent must set forth the action taken, and be signed by holders representing not less than the minimum amount of the Membership Interests necessary to take such action at a meeting at which the holders of all Membership Interests entitled to vote on the action were present and voted.

     6.10 Record Date. The record date for determining Members entitled to notice or to vote at any Members’ meeting or any adjourned meeting shall be the date on which notice of the meeting is mailed or personally delivered. The record date for determining Members entitled to take action without a meeting shall be the date upon which the first Member executes a written consent.

     6.11 Right of Inspection. Each Member and authorized representative of a Member shall have, at reasonable times, during normal business hours, free access to and the right to inspect and, at the Member’s own expense, copy all books and records of the Company, including the name and address of each Member and Membership Interest owned.

     6.12 Privacy. Each Member acknowledges and agrees the business practices, trade secrets, and fiscal affairs of the Company are confidential information and are not to be disclosed to nonmembers of the Company.

SECTION 7. MEMBER’S REPRESENTATIONS, WARRANTIES, FURTHER ACTIONS AND LIABILITY.

     7.1 Representations and Warranties. Notwithstanding any other part of this Operating Agreement, each Member represents and warrants to the Company and each other Member that: (a) if the Member is an organization, it has been properly organized and in

11

existence under the laws of its state of organization and has power and authority to execute this Operating Agreement; (b) the Member is acquiring its interest in the Company as an investment for the Member’s own account, without intent to distribute; (c) the Member acknowledges that the Membership Interests are not registered under the Securities Act of 1933 or state securities laws, and that the Membership Interests may not be transferred in any manner without registration under federal and state securities laws, or exemption from these requirements.

     7.2 Further Action. Each Member, upon the request of a Member-Manager, shall perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Operating Agreement.

     7.3 Liability of Members. No Member shall be liable, by reason of its Membership Interest, for the liabilities of the Company beyond the Members’ respective Capital Contributions, unless the Member votes for or assents to a distribution which is in violation of Kentucky law or this Operating Agreement. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Operating Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

     7.4 Indemnification. The Company shall indemnify the Members, Member-Managers, and agents for all costs, losses, liabilities, and damages paid or accrued by such Member or agent in connection with the business of the Company, to the fullest extent provided or allowed by the laws of the State.

SECTION 8. PROHIBITED TRANSACTIONS.

     8.1 Acts Prohibited. During the time of the organization or existence of this Company, no Member shall:

(a)	Perform any act that violates the Operating Agreement, except with the prior written approval of all Members.
(b)	Commit any act that prevents carrying on the business of the Company.
(c)	Act with the intent to harm the business operations of the Company.
(d)	Use the trade name of the Company (or a similar name) or any trademark, service mark, or trade name adopted by the Company, except in the ordinary course of the Company’s business.

12

(e)	Confess a judgment against the Company.
(f)	Perform any act that subjects a Member to personal liability.
(g)	Abandon, wrongfully transfer, or dispose of any Company property.
(h)	Admit another Person or entity as a Member.

     8.2 Indemnification. If a Member engages in a prohibited transaction, such Member shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member.

SECTION 9. MANAGERS AND MANAGEMENT.

     9.1 Managers. The ordinary and usual decisions concerning the business affairs of the Company shall be made by the manger, which shall be a Member-Manager. There shall be at least one Member-Manager who must be a Member of the Company. The initial Member-Manager shall be MRMC. Notwithstanding the foregoing, at any time the Member-Manager does not own at least 21 percent of the total Membership Interests of the Company and 21 percent of the total positive Capital Accounts (taking into account the Membership Interests and Capital Accounts of all Members and Assignees), all Members shall be Member-Managers.

     9.2 Term of Member-Manager. No Member-Manager shall have any contractual right to such position. Each Member-Manager shall serve until the earliest of:

9.2.1.	The Dissociation of such Member-Manager;
9.2.2.	The Resignation of such Member-Manager; or
9.2.3.	Removal of the Member-Manager for gross negligence, self-dealing on terms less favorable than an arm’s length transaction equivalent, or embezzlement by a majority of the Members (exclusive of the Member-Manager which is the subject of removal).

     9.3 Authority of Members to Bind the Company. Only the Member-Manager and agents of the Company authorized by the Member- Manager shall have the authority to bind the Company. No Member who is not either a Member-Manager or otherwise authorized as an agent shall take any action to bind the Company, and each Member shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member. Subject to Sections 4 and 8 of this Operating Agreement and the

13

limitations of section 9.5 below, each Member-Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, without limitation:

          9.3.1. The institution, prosecution and defense of any proceeding in the Company’s name;

          9.3.2. The purchase, receipt, lease or other acquisition, ownership, holding, improvement, use and other dealing with, Property, wherever located;

          9.3.3. The entering into contracts and guaranties; incurring of liabilities; borrowing money, issuance of notes, bonds and other obligations; and the securing of any of its obligations by mortgage or pledge of any of its Property or income;

          9.3.4. The lending of money, investment and reinvestment of the Company’s funds, and receipt and holding of Property as security for payment;

          9.3.5. The conduct of the Company’s business, the establishment of Company offices, and the exercise of the powers of the Company within or without Kentucky;

          9.3.6. The appointment of employees and agents of the Company, the defining of their duties, the establishment of their compensation.

     9.4 Actions of the Member-Manager. Each Member-Manager has the power to bind the Company as provided in this Section 9. Any difference arising as to any matter within the authority of the Member-Manager shall be decided by a Majority of the Member-Manager. No act of a Member-Manager in contravention of such determination shall bind the Company to Persons having knowledge of such determination. Notwithstanding such determination, the act of the Member-Manager for the purpose of apparently carrying on in the usual way the business or affairs of the Company, including the exercise of the authority indicated in this Section 9, shall bind the Company, and no person dealing with the Company shall have any obligation to inquire into the power or authority of the Member-Manager acting on behalf of the Company.

     9.5 Limitations on Powers of Managing-Member. The Managing Member shall not take any of the following actions without first securing the written consent of 80% in voting power of the Members:

          9.5.1. Sell, assign, transfer, mortgage, or otherwise dispose of or encumber all or any portion of the assets of the Company;

          9.5.2. Apply for, execute, or modify any mortgage,

14

deed of trust, pledge, encumbrance, or other hypothecation or security agreement affecting the Property, or execute any financing statement in connection therewith;

          9.5.3. Incur any indebtedness in excess of $20,000.00;

          9.5.4. Make any capital improvement exceeding $20,000.00;

          9.5.5. Change or permit to be changed in any substantial way the accounting process and procedures employed in keeping the books of account or preparing statements with respect to development of the Property;

          9.5.6. Enter into any contract on behalf of the Company imposing an obligation on the Partnership in excess of $20,000.00;

          9.5.7. Do any act in contravention of this Agreement;

          9.5.8. Do any act which would make it impossible to carry on the ordinary business of the Partnership, except as contemplated in this Operating Agreement;

          9.5.9. Execute or deliver any general assignment for the benefit of the creditors of the Company;

          9.5.10. Possess Company property or assign any rights in specific Company Property for other than a Company purpose;

          9.5.11. Require any Member to make any contribution to the capital of the Company not provided for herein.

     9.6 Compensation of Member-Manager. Each Member-Manager shall be reimbursed all reasonable expenses incurred in managing the Company and all such expenses shall be reimbursed at the same cost as that incurred by the Member-Manager. No Member shall be entitled to any payment, compensation or salary for the provision of goods or services for or on behalf of the Company, unless otherwise agreed to in writing by the Company.

     9.7 Expenses of Company. Except as otherwise provided herein, all expenses of the Company shall be billed directly to and paid by the Company. Expenses of the Company shall include all ordinary and necessary operating expenses, including, but not limited to: (a) all costs of borrowed money; (b) taxes and assessments applicable to the Company; (c) legal, audit, accounting and consulting fees; (d) fees and expenses paid to independent contractors and appraisers; (e) expenses of developing, constructing, maintaining, owning, leasing and selling the Property; (f) costs of insurance as required in connection with the business of the Company; and (g) expenses connected with the

15

payment of distributions of the Company.

     9.8 Member-Manager’s Standard of Care. A Member-Manager’s duty of care in the discharge of the Member-Manager’s duties to the Company and the other Members is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In discharging its duties, a Member-Manager shall be fully protected in relying in good faith upon the records required to be maintained under Sections 10 and 11 and upon such information, opinions, reports or statements by any of its other Members, or agents, or by any other Person, as to matters the Member-Manager reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

     9.9 Removal of Member-Manager. Any Member-Manager may be removed by the affirmative vote of a majority of the Members (exclusive of the Member-Manager which is the subject of removal) for gross negligence, self-dealing on terms less favorable than an arm’s length transaction equivalent, or embezzlement.

     9.10 No Exclusive Duty to Company. Each Member-Manager may have other business interests and may engage in other ventures in addition to management of the Company. Neither the Members nor the Company shall have any right, except as otherwise provided by law, to share the income or proceeds or otherwise participate in such other business interests or ventures. No Member-Manager shall incur any liability to the Company or to any of the Members as a result of engaging in such other businesses or ventures.

SECTION 10. FISCAL MATTERS.

     10.1 Books of Account. Records and books of account shall be kept or caused to be kept by the Member-Manager. Such records and books shall document the transactions and other matters relating to Company business in such detail as is usual and customary for businesses of the type engaged in by the Company. Books and records shall be maintained in accordance with generally accepted accounting principles. The Member-Manager shall maintain, during the existence of the Company, and for an additional 5 years, the books, records, and other Company documents.

     10.2 Bank Accounts, Funds, and Assets. The Company shall maintain one or more bank accounts in such depository or depositories as the Member-Manager may determine. All receipts of the Company, of every kind, shall be deposited in such accounts; all expenses and indebtedness of the Company shall be paid from

16

such accounts. In no event shall funds not belonging to the Company be deposited in such accounts. All monies deposited in such accounts shall be and shall remain the property of the Company and (as between the Members) shall be received, held, and disbursed as trust funds. Such funds shall be disbursed only for purposes authorized specifically by this Operating Agreement. Withdrawal of funds from such account or accounts shall be by checks signed by the Member-Manager.

     10.3 Loan by MRMC. In the event the Company needs additional capital, whether to finance the cost of construction overruns or to meet working capital needs of the Company, MRMC shall loan such amount to the Company. No loan(s) shall increase the capital contribution of MRMC nor entitle MRMC to any increase in its share of allocations or distributions of the Company. Such loans shall be an obligation of the Company and shall be payable or collectible only out of the assets of the Company. None of the Members shall be personally obligated to repay such loans. All loans shall bear interest at a rate of 200 basis points per annum above the prime rate designated from time to time by Bank One, Louisville, Kentucky, as its “prime rate” while such loans are outstanding, adjusted as of the date of each prime rate change, but in no event shall the rate of interest exceed the highest rate permitted by law. All net cash flow shall, to the extent of available cash, be applied and paid quarterly unless otherwise determined by the Member-Manager, first to the payment of interest on, and then to principal of, existing loans from MRMC, before any distribution is made to a Member as provided in section 12.

SECTION 11. REPORTS AND FINANCIAL STATEMENTS.

     11.1 Tax Returns and Elections. The Member-Manager shall provide for the preparation and timely filing of income tax returns and reports for the Company. Copies of such returns shall be furnished to each Member upon request. All elections permitted to be made by the Company under federal or state laws shall be made by and at the discretion of the Member-Manager.

     11.2 Reports to Members. The following reports shall be provided to each Member at the Company’s expense:

          (a) Annual Reports. Within 90 days after the end of each fiscal year, the Member-Manager shall provide a report of the Company’s activities for the year, related statements of income, cash flow, Members’ equity, and a balance sheet as of the end of the fiscal year.

          (b) Quarterly Reports. Within 30 days after the end of each fiscal quarter, the Member-Manager shall provide a report of the Company’s activities for the quarter, related statements of income, cash flow, and a balance sheet as of the end of the quarter.

17

          (c) Tax Information. The Member-Manager shall provide appropriate tax information to each Member after the close of the Company’s fiscal year. Such information shall be furnished within the time allowed by federal and state law, plus extensions.

     11.3 Method of Accounting. The records of the Company shall be maintained on an accrual method of accounting.

     11.4 Tax Matters Person. The Member-Manager shall designate one of their number or, if there are no Member-Manager eligible to act as tax matters partner, any other Member, as the tax matters partner of the Company pursuant to Section 6231(a) (7) of the Code. Any Member designated as tax matters partner shall take such action as may be necessary to cause each other Member to become a notice partner within the meaning of Section 6223 of the Code. Any Member who is designated tax matter partner may not take any action contemplated by Sections 6222 through 6232 of the Code without the consent of the Member-Manager.

     11.5 Company Records: Inspection. The books of account and other records of the Company shall be maintained at the principal office of the Company or at such other place as the Members shall determine. Such books of account shall be kept in accordance with sound and generally accepted accounting principles and shall reflect the assets, liabilities, costs, expenditures, receipts, profits, and losses of the Company. The books of account and records shall include provisions for (1) separate capital accounts for each Member; (2) separate profit and loss accounts for each Member; (3) the computation of depreciation with respect to the Company’s property (which may be on an accelerated basis if such method of depreciation is available to the Company); and (4) such other matters as the Company’s accountants shall deem reasonably necessary. The Members and their representatives shall have the right at all reasonable times during usual business hours, at their own expense, to examine and make copies of the books of account and records of the Company.

SECTION 12. DISTRIBUTIONS.

     12.1 In General. All distributions of cash or other Property shall be made to the Members prorata in proportion to the respective Membership Interests on the record date of such distribution. Distributions shall be made at such time as determined by the Member-Manager. All amounts withheld pursuant to federal, state, or local tax laws with respect to any payment or distribution to a Member shall be treated as distributed to the Member.

     12.2 Distributions of Cash Flow. The net cash flow of the Company shall be applied in accordance with the subsequent provisions of this paragraph. Such net cash flow shall be first used to pay the interest and principal of any loans to the Company

18

from the Members pursuant to section 10.3 hereof. Any remaining cash flow shall then be distributed to the Members in proportion to their respective Membership Interests in the Company at the time of the distribution. For purposes hereof, “net cash flow” shall mean the excess of revenues from ownership and leasing of the PSC Office, proceeds from the sale or other disposition of all or any part of the assets of the PSC Office or refinancing of Company debt and all other receipts of the Company over (i) cash disbursements for costs, expenses, capital expenditures, obligations and liabilities of the Company, including debt service, without deduction for depreciation; and (ii) a reasonable allowance for cash reserves for costs or expenses incident to the ownership or leasing of the PSC Office and for purposes of funding the repair, restoration or improvement of the PSC Office, as determined by the Company.

          12.2.1. Within forty-five (45) days after the end of each quarter, allocation of Net Profits and Net Losses and distribution of net cash flow shall be made by the Company. Distributions of net cash flow shall not be made if the Company determines that a distribution will cause the Company not to remain in a sound financial and cash position after such distribution, and/or that greater reserves are deemed necessary for working capital needs and for the proper operation of the Company. The Company shall use its best efforts to distribute net cash flow to the Members in such amount as necessary to pay any estimated federal and state income taxes attributable to quarterly allocations of taxable income and loss.

          12.2.2. Allocations and distributions shall be reconciled at least annually, based on the annual review and audit set out in section 11.2 hereof.

     12.3 Limitations on Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company, except liabilities to Members on account of their Capital Contributions.

     12.4 No Priority. No Membership Interest shall have priority over any other Membership Interest, either as to the return of Capital Contributions or as to Net Profits, Net Losses or distributions. The preceding sentence shall not apply to loans that a Member has made to the Company.

     12.5 Record Date for Distributions. The record date for determining Members entitled to receive payment of any distribution shall be the date on which the resolution declaring such distribution is adopted.

SECTION 13. DISSOLUTION AND LIQUIDATION.

19

     13.1 Event of Dissolution. The Company shall be dissolved (a) at the time and date specified in the Articles of Organization; or (b) by the unanimous written consent of the Members; or (c) upon the occurrence of an Event of Disassociation; unless (i) the business of the Company is continued within 90 days by the written consent of all the remaining Members, or (ii) the Event of Disassociation is an event specified in section 13.2(e) hereof, in which case an event of dissolution shall not be deemed to occur.

     13.2 Event of Disassociation. Each of the following shall constitute an Event of Disassociation:

          (a) Withdrawal by a Member: or

          (b) Assignment by a Member of part or all of a Member’s Membership Interest in the Company without the unanimous approval and consent of all other Members; or

          (c) Without the written consent of all Members at the time, the Member:

               (i) Makes an assignment for the benefit of creditors; or

               (ii) Files a voluntary petition in bankruptcy; or

               (iii) Is adjudicated bankrupt or insolvent; or

               (iv) Files a petition or answer seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; or

               (v) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding of the nature set forth in sub subsections (i), (ii), (iii) or (iv); or

               (vi) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member’s property.

          (d) Without the written consent of all Members at the time, a proceeding is brought against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any statute, law, or regulation and the proceeding has not been dismissed within 120 days or if within 120 days after the appointment without the Member’s consent or acquiescence of a trustee, receiver or liquidator of the Member, or of all or any substantial part of the Member’s properties, the appointment is not vacated or stayed or

20

within 120 days after the expiration of any stay, the appointment is not vacated; or

          (e) If the Member is an individual, the Member’s death or the entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage his or her person or estate; or

          (f) In the case of a Member that is a trust or is acting as a Member by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee) without the written consent of all Members at the time; or

          (g) If the Member is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company; or

          (h) If the Member is a corporation, the filing of Articles of Dissolution or the equivalent for the corporation and the lapse of 90 days after notice to the corporation of revocation without a reinstatement of its Articles of Incorporation, without written consent of all Members at the time; or

          (i) If the Member is an estate, the distribution by the fiduciary of the estate’s entire interest in the Company unless all Members at the time give their consent in writing; or

          (j) The Member fails to make the additional contribution, if any, as may be required pursuant to the provisions of section 5.3.

     13.3 Disassociated Member. Upon the occurrence of an Event of Disassociation prior to the date and time specified in the Articles,

          (a) if the Event of Disassociation causes a dissolution and winding up of the Company under section 13.1, the Disassociated Member shall be entitled to participate in the winding up of the Company to the same extent as any other Member except that any distributions to which the Disassociated Member would have been entitled shall be reduced by the damages, if any, sustained by the Company as a result of the dissolution and winding up;

          (b) if the Event of Disassociation does not cause a dissolution and winding up of the Company under section 13.1, the Disassociated Member shall be entitled to any distributions to which the Member is entitled to under this Operating Agreement plus an amount equal to the greater of the book value or the fair market value of the Member’s Membership Interest in the Company as of the date of Disassociation. Such amount shall be determined and paid in accordance with section 13.4.

21

     13.4 Determination of Value and Terms of Payment.

          (a) Determination of Book Value.

               (i) The book value shall be the book value of the Company’s Membership Interests, as shown on the Company’s balance sheet as of the year end nearest the date of death or incompetency, and as determined by the Company’s regular accountant. If no accountant has been regularly employed by the Company, then the Company shall engage the services of a recognized and established accounting firm with a principal place of business in Kentucky which is experienced in determining book value for companies engaged in a similar business to that of the Company, and such determination shall be made by such firm and certified and delivered by such certified public accounting firm to the company. The determination by such firm as to the book value shall be binding upon the Members and not subject to further audit or contest by any Member. Such determination shall be made using generally accepted accounting principles consistently applied, but with the following adjustment: the claim for or the proceeds from any life insurance policy on the life of any of the Members shall not be considered an asset in determining book value.

          (b) Determination of Fair Market Value.

               (i) Procedure for Agreement. The fair market value of Membership Interests shall be that value fixed at least once annually by vote of the holders of not fewer than 80% of the Membership Interests, such vote to be taken at the regular annual meeting of the Members or at a special meeting called for such purpose. The fair market value so determined shall govern the value of any Membership Interest purchased in accordance with section 13 until a new value is determined in accordance with the provisions hereof.

               (ii) Procedure for Determining. If the holders of 80% of the Membership Interests are unable to agree on a fair market value at any meeting at which a vote is taken for the purpose of determining such value, then the determination of value shall be referred to the Company’s regular accountant, who shall fix the fair market value price of the Membership Interest by appropriate means, including but not limited to (a) obtaining independent appraisals of the Company’s fixed assets, (b) studying all relevant data, and (c) taking into account, if appropriate, the fact that the Membership Interest(s) to be purchased represent a minority voting interest in the Company and discounting the value of the Membership Interest accordingly. Such value shall govern the price of any Membership Interest purchased in accordance with the terms hereof until the holders of 80% of the Membership Interests shall determine a new value in accordance with this section. The Company shall pay the fees and expenses of the accountant. If no accountant has been regularly employed by the

22

Company, then the Company shall engage the services of a recognized and established accounting firm with a principal place of business in Kentucky which is experienced in determining fair market value for companies engaged in a similar business to that of the Company, and such determination shall be made by such firm and certified and delivered by such certified public accounting firm to the Company. The determination by such firm as to the fair market value shall be binding upon the Members and not subject to further audit or contest by any Member.

               (iii) Record of Value. The value as determined in accordance with this section shall be recorded in the records of the Company and shall be effective for the fiscal year in which such value is fixed or until such time as a new value is determined. The value to be used in purchasing the Membership Interest of the deceased or incapacitated Member shall be the last value determined in accordance herewith, as recorded in the records of the Company, prior to the death or appointment of a legal guardian of said Member, provided such value has been determined within 1 year of the deceased Member’s date of death or the date of appointment of legal guardian for the incapacitated Member. If, at the time of a Member’s death or appointment of a legal guardian, no fair market value has been fixed for the fiscal year in which death or appointment of a legal guardian occurs, and the remaining Members and the personal representative or guardian of the deceased or incapacitated Member, as the case may be, are unable to agree on a fair market value for the deceased or incapacitated Member’s Membership Interest within 30 days following death or appointment of a legal guardian, then fair market value shall be determined by appraisal in accordance with section 13.4(b)(ii) above.

          (c) Terms of Purchase.

               (i) Event of Disassociation (Other Than Death or Incapacity). The value for any Membership Interest purchased by the Company shall be paid to the disassociated Member, at the Company’s business office in Louisville, Kentucky, within 60 days after the date of disassociation and upon delivery to the Company by the disassociated Member of its Membership Certificate, free of all claims, liens and encumbrances of any nature whatsoever. At the option of the Company Member, the value of the Membership Interest purchased pursuant hereto shall be paid (i) in full, by delivery of a certified or official bank check, or (ii) by delivery of a certified or official bank check in an amount equal to 20% of the value, and delivery of the balance of the purchase price by issuance of a 5-year promissory note payable to the disassociated Member, providing for the payment of principal in 20 consecutive equal quarterly installments commencing 90 days after issuance of the note, together with interest on the unpaid principal balance, payable quarterly, computed from the day of issuance of the note at the lowest “prime rate” of interest as the same shall be published by the Wall Street Journal in its Money Rates column as of such

23

date, or the date such prime rate was last published prior to issuance of the note (the “Prime Rate”).

               (ii) Death or Incapacity of Member. The value for the Membership Interest purchased by the Company shall be paid at the offices of the Company in Louisville, Kentucky, within 180 days after the date of death or appointment of a legal guardian of the deceased or incapacitated Member, and upon delivery to the Company of the certificates for such Membership Interest in form satisfactory to the Company, free and clear of all claims, liens and encumbrances of any nature whatsoever. At the closing, the Company shall pay the purchase price (x) if to the personal representative of a deceased Member, by delivery of the proceeds from any life insurance policies owned by the Company on the life of the deceased Member in an amount not to exceed the value, or if to the legal guardian of an incapacitated Member, by delivery of a certified or official bank check in an amount equal to 20% of the purchase price, and the balance, if any, to the personal representative of a deceased Member or to the legal guardian of an incapacitated Member, at the option of the Company, (y) in full, by delivery of a certified or official bank check, or (z) by issuance of a 5-year negotiable promissory note providing for the payment of the remaining principal amount in 20 consecutive equal quarterly installments commencing 90 days after issuance of the note, together with interest on the unpaid principal balance, payable quarterly, computed from the date of the closing at the Prime Rate.

          (d) Indebtedness of a Disassociated Member. As to any Membership Interest(s) purchased hereunder by the Company, the Company shall, prior to making any payment on the purchase price of said Membership Interest, deduct from the purchase price that would otherwise be paid under this Operating Agreement all indebtedness owed by the Member, or his estate, to the Company.

     13.5 Agreement to Continue. Each of the remaining Members hereby agrees to consent, in writing, to continue the business of the Company within 60 days after the occurrence of an Event of Disassociation. This agreement may only be enforced by a Member of the Company.

     13.6 Remedy for Breach of Agreement. Monetary damages shall be the sole remedy for breach of a Member’s obligation to consent to continue the business of the Company. No Member shall have any right to specific performance to enforce a Member’s obligation to consent to continue the business of the Company.

     13.7 Winding Up. Upon the dissolution of the Company, the Members shall appoint a liquidating agent who may be a Member and who, at the direction of the Members, shall make an accounting of the assets and liabilities of the Company, liquidate the assets of the Company, discharge Company liabilities, and wind up the Company’s affairs.

24

     13.8 Distribution of Assets. Any assets of the Company remaining after liquidation shall be distributed in the following order: First, to pay and discharge the Company’s debts and other liabilities. Second, to establish a reserve for any contingent liabilities of the Company in an amount agreed to by the Members. Third, to the Members in proportion to their positive Capital Account balances, in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2), as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs.

     13.9 Articles of Dissolution. When all liabilities and obligations of the Company have been paid or discharged, or adequate provision has been made therefor, and all of the remaining Property and assets of the Company have been distributed to the Members according to their Membership Interests, the Articles of Dissolution shall be executed on behalf of the Company by the Member-Manager or an authorized Member and filed with the Kentucky Secretary of State, and the Member-Manager and Members shall execute any and all other instruments necessary and appropriate to reflect the dissolution and termination of the Company.

SECTION 14. DEADLOCK.

     14.1 Events of Deadlock. Events of deadlock shall be any one or more of the following:

          (a) The failure of the Members to agree on a date, time and place for a special meeting within seven (7) days after a Member-Manager notifies all Members, in writing, requesting a special meeting of the members.

          (b) In any matter required or permitted to be presented to the Members for a vote at the annual meeting or a special meeting and the same number of votes are cast opposing the matter as are cast in favor of the matter.

     14.2 Cooling Off. If an event of deadlock occurs pursuant to Section 14.1(b), the meeting shall be adjourned to the same day, time and place in the next week as the day, time and place of the meeting adjourned. When the adjourned meeting is reconvened, the matter upon which the deadlock occurred shall again be presented to the Members. If such matter shall again receive the same number of votes opposing the matter and in favor of the matter, an event of deadlock shall have occurred.

     14.3 Procedure Upon Deadlock. Upon an event of deadlock, the Member-Manager shall notify all Members that an event of deadlock has occurred. Such notice shall state the date of the event of deadlock, the name and address of the Company’s certified public accounting firm at that time (including the name of the individual at that firm responsible for the Company’s account), the date and

25

time of the bid opening and shall include a copy of the Company’s Operating Agreement, as amended, in force at that time. On or before 5:00 p.m., on the thirtieth (30th) day after the date of the notice (or, if such day is a Saturday, Sunday or legal holiday, the next business day thereafter), each Member shall deliver to the Company’s certified public accounting firm named in and at the address shown in the notice, a sealed bid offering to grant an option to the other Members to purchase all of the Members’ Membership Interests in the Company. Members may join together and jointly submit a bid. At 5:00 p.m. on the final date on which bids may be submitted, the accountant shall open the sealed bids received. Each Member shall have a right to be present, with his or her representative, when the sealed bids are opened and to receive a copy of each bid.

     14.4 Contents of Bid.

          (a) Each bid shall clearly state:

               (i) The name(s) of the Member(s) submitting the bids;

               (ii) The purchase price, stated as a price per interest of Membership Interests, at which the Member(s) will sell their Interests pursuant to the option granted;

               (iii) The name of each Member joining in the bid and the number of interests owned by each Member joining in the bid;

               (iv) A statement that, if successful, the unsuccessful bidder will be indemnified and held harmless from any and all liabilities of the Company.

          (b) A failure to bid or a nonconforming bid shall be deemed to be a bid by that Member of $0.00.

          (C) In the event there is more than one bid offering the highest per Membership Interest dollar amount, the Members making such identical bids shall follow again the process set forth in Section 14.4.

     14.5 Grant of Option. The Member (or Members if a joint bid is made) bidding the highest price per Membership Interest shall be the successful bidder and become the optionee. All other Members shall be the unsuccessful bidder(s) and become the optionor. The unsuccessful bidders shall be deemed to have granted an option to the successful bidder to purchase all of the unsuccessful bidders’ Membership Interests in the Company pursuant to the terms and conditions set forth in Section 14.6 and the unsuccessful bidders shall have only those rights of a transferee as set forth in Section 4.5.

26

     14.6 Terms of Option and Purchase. The option shall be at the following terms:

          (a) The purchase price pursuant to the option shall be the price per Interest set forth in the successful bidder’s bid and shall be paid by an institutional draft acceptable to the optionor.

          (b) The option shall be exercised and the purchase price paid on or before 13 months after the date on which the option was granted.

          (c) The option may be exercised as to part or all of the interests at any time during the 13 month period of its existence at the sole discretion of the optionee.

          (d) At the end of the 13th month, optionee shall have an absolute obligation to purchase any of optionor’s interests not purchased pursuant to the option. Failure to purchase such remaining interests, if any, within 10 days after written demand from the optionor shall be a breach of contract and optionor shall be entitled to all remedies at law and equity, if any, provable in a court of law by reason of the breach of such absolute obligation to purchase.

SECTION 15. NON-COMPETITION.

     The Members acknowledge that entry by any of the Members into any other agreement to provide radiation therapy offices, equipment or services in any other facility located within the PSC Office’s service area would both substantially undermine the Company’s efforts to own and lease the PSC Office under this Operating Agreement and jeopardize the economic viability of the PSC Office. For purposes of this Operating Agreement, the PSC Office’s service area consists of all areas within 50 miles from the location of the PSC Office (exclusive of the City of Lexington, Kentucky). The Members agree, therefore, that the Members and any Affiliates shall refrain from entry into any type of agreements or arrangement during the term hereof with any other health care facility or other entity located within said service area, unless otherwise agreed to in writing by all Members, for the purposes of providing radiation oncology offices, equipment or services.

SECTION 16. IN GENERAL.

     16.1 Amendment of Agreement. This Agreement may be altered, amended, repealed, or enlarged upon only by unanimous vote of the Members.

     16.2 Construction. All pronouns and similar language shall refer to masculine, feminine, neuter, singular, or plural as required by context.

27

     16.3 Headings. Headings in this Operating Agreement are employed exclusively for convenience and are not part of the Operating Agreement.

     16.4 Severability. If any term or provision of this Operating Agreement is illegal or invalid, such illegality or invalidity shall not affect the remainder of this Operating Agreement.

     16.5 Heirs, Successors, and Assigns. The terms of this Operating Agreement shall be binding upon and inure to the benefit of Members and their heirs, successors, and assigns.

     16.6 Notices. Any and all notices or other communications required or permitted by this Operating Agreement or by law to be served on, given to or delivered to any party hereto by any other party shall be in writing and shall be deemed duly served, given or delivered when personally delivered or sent via telecopy, or in lieu of such personal delivery or telecopy, when deposited in the United States mail, first class postage prepaid and return receipt requested, and addressed and delivered to each of the parties at the following addresses (or at any other address that may hereafter be designated by a party by written notice thereof to the other parties):

If to MRMC:	989 Medical Park Drive
	Maysville, Kentucky 41056
	Atten: Administrator
With a Copy to:	Columbia/HCA Healthcare
	Corporation
	Nashville, Tennessee
	Atten: General Counsel
If to RTA:	Suite 908, One Riverfront Plaza
	Louisville, Kentucky 40202
	Atten: J. L. Parrott, Sr.

     16.7 Decree of Dissolution: Partition Forbidden. Each Member agrees that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company in any way other than as provided in this Operating Agreement. Accordingly, each Member hereby irrevocably waives and renounces its rights to (a) obtain a court decree of dissolution, (b) seek the appointment by the court of a liquidator for the Company, (c) maintain an action for partition with respect to its undivided interest in the Company assets or properties, or to (d) compel any sale of said assets or properties.

     16.8 Counterparts. This Operating Agreement may be executed in counterparts, each of which shall be an original and, collectively shall constitute one instrument.

28

     16.9 No Partnership Intended for Nontax Purposes. The Members of this Company do not intend to form a partnership or limited partnership under Kentucky or other state law. The Members do not intend to be partners to one another, or partners as to any third party.

     16.10 Time. Time is of the essence in this Operating Agreement.

     IN WITNESS WHEREOF, the undersigned Members have executed this Operating Agreement on the date set forth below their names.

BUFFALO TRACE RADIATION ONCOLOGY
ASSOCIATES, LLC,
     by all of its Members  

RADIATION THERAPY ASSOCIATES, INC.
By:
	Title:
HOSPITAL CORPORATION OF KENTUCKY, INC., d/ b/a MEADOWVIEW REGIONAL MEDICAL CENTER
By:
	Title:

29

EX-3.49

Exhibit 3.49

FILED
STATE OF WASHINGTON
SEP 28 1992
RALPH MUNRO
SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

CARE HEALTH COMPANY, INC.

     Randi S. Nathanson, hereby executes these Articles of Incorporation for the purpose of forming a corporation under Title 23B of the Revised Code of Washington, the Washington Business Corporation Act.

ARTICLE I

     The name of this corporation is:

Care Health Company, Inc.

ARTICLE II

     This corporation has the authority to issue 50,000 shares, the par value of each of which is $1.00.

ARTICLE III

     The shareholders of this corporation have no preemptive rights to acquire additional shares of this corporation.

ARTICLE IV

     The shareholders of this corporation shall not be entitled to cumulative voting at any election of directors.

ARTICLE V

     A director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, (ii) for conduct violating RCW 23B.08.3l0 of the Washington Business Corporation Act, or (iii) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Washington Business Corporation Act is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of this corporation shall be eliminated or limited to the full

-1-

extent permitted by the Washington Business Corporation Act, as so amended, without any requirement of further action by the shareholders.

ARTICLE VI

     The corporation shall indemnify any individual made a party to a proceeding because that individual is or was a director of the corporation and shall advance or reimburse the reasonable expenses incurred by such individual in advance of final disposition of the proceeding, without regard to the limitations in RCW 23B.08.510 through 23B.08.550 of the Washington Business Corporation Act, or any other limitation which may hereafter be enacted to the extent such limitation may be disregarded if authorized by the articles of incorporation, to the full extent and under all circumstances permitted by applicable law.

     Any repeal or modification of this Article by the shareholders of this corporation shall not adversely affect any right of any individual who is or was a director of the corporation which existed at the time of such repeal or modification.

ARTICLE VII

     The initial board of directors shall consist of four (4) directors. The names and addresses of the persons who are to serve as initial directors are:

James M. Williams
305 NE 102nd Avenue
Portland, Oregon 97220

Christine Craft
305 NE 102nd Avenue
Portland, Oregon 97220

Lee D. Zinsli
305 NE 102nd Avenue
Portland, Oregon 97220

David Arkills
502 West Yakima Avenue
Yakima, Washington 98902

     Except with respect to the initial board of directors, the number of directors constituting the board of directors shall be determined in the manner specified in the bylaws. In the absence of such a provision in the bylaws, the board shall consist of the number of directors constituting the initial board of directors.

-2-

ARTICLE VIII

     The street address of the initial registered office of this corporation is:

1111 Third Avenue, Suite 3400
Seattle, Washington 98101

and the name of its initial registered agent at that address is:

Randi S. Nathanson

     The name and address of the incorporator is:

Randi S. Nathanson
1111 Third Avenue, Suite 3400
Seattle, Washington 98101

     Executed this 25^th day of September, 1992.

/s/ Randi S. Nathanson  

Randi S. Nathanson, Incorporator 

-3-

CONSENT TO SERVE AS REGISTERED AGENT

     I, Randi S. Nathanson, hereby consent to serve as Registered Agent in the State of Washington for Care Health Company, Inc. I understand that as agent for the corporation, it will be my responsibility to receive service of process in the name of the corporation; to forward all mail to the corporation, and to immediately notify the office of the Secretary of State in the event of my resignation, or of any changes in the registered office address of the corporation for which I am agent.

September 25,1992	/s/ Randi S. Nathanson
(date)	(signature of agent)
NAME OF REGISTERED AGENT:	Randi S. Nathanson
ADDRESS OF REGISTERED AGENT:	1111 Third Avenue, Suite 3400 Seattle, Washington 98101

ARTICLES OF MERGER
MERGING
BRIM OUTPATIENT SERVICES, INC.
(an Oregon corporation)
WITH AND INTO
CARE HEALTH COMPANY, INC.
(a Washington corporation) FILED
STATE OF WASHINGTON
OCT 26 2001

SECRETARY OF STATE

          Pursuant to Section 60.494 of the Oregon Business Corporation Act and Section 23B.11.050 of the Washington Business Corporation Act, Brim Outpatient Services, Inc., an Oregon corporation (the “Corporation”), and Care Health Company, Inc., a Washington corporation (“Care”), hereby adopt the following Articles of Merger:

          1. The Plan of Merger (the “Plan”) is attached hereto as Exhibit A and incorporated herein by reference.

          2. As to the Corporation, shareholder approval was required. There were authorized 2,000 shares of common stock of the Corporation, $.0l par value per share, 1,000 of which were issued and outstanding. There are no other groups entitled to vote on the Plan. One thousand (1,000) votes were cast in favor of the Plan and no votes were cast against the Plan. The number of votes cast in favor of the Plan was sufficient for approval of the Plan. As to the Corporation, the Plan and the performance of its terms were duly authorized by all action required by the State of Oregon and the Corporation’s articles of incorporation.

          3. As to Care, shareholder approval was not required. The Plan and the performance of its terms were duly authorized by all action required by the State of Washington and Care’s Articles of Incorporation.

          4. The Plan shall become effective at 12:01 a.m. on October 21, 2001 (the “Effective Time”).

          6. At the Effective Time, Care shall become the surviving entity and the Corporation shall cease to exist as a separate corporation.

[Signature page follows]

          IN WITNESS WHEREOF, each of the undersigned has duly caused these Articles of Merger to be executed by their respective duly authorized officers as of this 25^th day of October, 2001.

BRIM OUTPATIENT SERVICES, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President
CARE HEALTH COMPANY, INC.
By:	/s/ [ILLEGIBLE]
	Title:Vice President

EXHIBIT A

PLAN OF MERGER

     THIS PLAN OF MERGER, dated as of October 25, 2001 (this “Agreement”), is by and between Brim Outpatient Services, Inc., an Oregon corporation (the “Corporation”) whose sole shareholder is Province Healthcare Company, a Delaware corporation (“Province”), and Care Health Company, Inc., a Washington corporation (“Care”) whose shareholders are the Corporation and Province.

RECITALS:

     WHEREAS, Province, as sole shareholder of the Corporation, and the board of directors of the Corporation have determined that it is in the best interest of the Corporation to consummate the business combination transaction provided for herein in which the Corporation will merge with and into Care, subject to the terms and conditions set forth herein (the “Merger”);

     WHEREAS, the board of directors of Care have determined that it is in the best interest of Care to consummate the Merger;

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Corporation and Care agree as follows;

ARTICLE 1
THE MERGER

     1.1. The Merger. Subject to the terms and conditions of this Agreement, in accordance with the Oregon Business Corporation Act and the Washington Business Corporation Act (the “WBCA”), at the Effective Time (as defined in Section 1.2 hereof), the Corporation shall merge with and into Care. Care shall be the surviving entity (the “Surviving Entity”) in the Merger and shall continue its corporate existence under the laws of the State of Washington. The address of the Surviving Entity’s principal place of business is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027. Upon consummation of the Merger, the separate corporate existence of the Corporation shall terminate. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the WBCA.

     1.2. Effective Time. The Merger shall become effective at l2:01 a.m. on October 26, 2001 (the “Effective Time”), as set forth in the articles of merger which shall be filed with the Secretaries of State of the States of Oregon and Washington.

ARTICLE 2
EFFECTS OF THE MERGER ON SECURITIES

     2.1 Effects of the Merger on Securities of Care. As of the Effective Time, each share of common stock, par value $.01 per share, of Care issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall continue to represent one share of common stock of the Surviving Entity.

     2.2 Effects of the Merger on Securities of the Corporation. At the Effective Time, each share of the common stock, par value $.01 per share, of the Corporation (“Corporation Common Stock”) issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and without any action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of Corporation Common Stock shall thereafter cease to have any rights with respect to such shares of Corporation Common Stock.

ARTICLE 3
ADDITIONAL EFFECTS OF THE MERGER

     3.1. Charter. At the Effective Time, the Charter of Care as in effect at the Effective Time shall be the charter of the Surviving Entity (the “Surviving Entity Charter”).

     3.2. Bylaws. At the Effective Time, the Bylaws of Care as in effect at the Effective Time shall be the bylaws of the Surviving Entity (the “Surviving Entity Bylaws”) until thereafter amended in accordance with applicable law and the Surviving Entity Charter.

     3.3. Directors and Officers. The directors and officers of Care immediately prior to the Effective Time shall be the directors and officers of the Surviving Entity, each to hold office in accordance with the Surviving Entity Bylaws until their respective successors are duly elected or appointed and qualified.

[Signature page follows]

2

     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

BRIM OUTPATIENT SERVICES, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President
CARE HEALTH COMPANY, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President

3

ARTICLES OF MERGER
MERGING
BRIM PAVILION, INC.
(an Oregon corporation)
WITH AND INTO
CARE HEALTH COMPANY, INC.
(a Washington corporation) FILED
STATE OF WASHINGTON
OCT 26 2001

SECRETARY OF STATE

          Pursuant to Section 60.494 of the Oregon Business Corporation Act and Section 23B.11.050 of the Washington Business Corporation Act, Brim Pavilion, Inc., an Oregon corporation (the “Corporation”), and Care Health Company, Inc., a Washington corporation (“Care”), hereby adopt the following Articles of Merger:

          1. The Plan of Merger (the “Plan”) is attached hereto as Exhibit A and incorporated herein by reference.

          2. As to the Corporation, shareholder approval was required. There were authorized 1,000,000 shares of common stock of the Corporation, $.01 par value per share, 80,000 of which were issued and outstanding. There are no other groups entitled to vote on the Plan. Eighty thousand (80,000) votes were cast in favor of the Plan and no votes were cast against the Plan. The number of votes cast in favor of the Plan was sufficient for approval of the Plan. As to the Corporation, the Plan and the performance of its terms were duly authorized by all action required by the State of Oregon and the Corporation’s articles of incorporation.

          3. As to Care, shareholder approval was not required. The Plan and the performance of its terms were duly authorized by all action required by the State of Washington and Care’s Articles of Incorporation.

          4. The Plan shall become effective at 12:01 a.m. on October 26, 2001 (the “Effective Time”).

          6. At the Effective Time, Care shall become the surviving entity and the Corporation shall cease to exist as a separate corporation.

[Signature page follows]

          IN WITNESS WHEREOF, each of the undersigned has duly caused these Articles of Merger to be executed by their respective duly authorized officers as of this 25^th day of October, 2001.

BRIM PAVILION, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President
CARE HEALTH COMPANY, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President

EXHIBIT A

PLAN OF MERGER

     THIS PLAN OF MERGER, dated as of October 25, 2001 (this “Agreement”), is by and between Brim Pavilion, Inc., an Oregon corporation (the “Corporation”) whose sole shareholder is Province Healthcare Company, a Delaware corporation (“Province”), and Care Health Company, Inc., a Washington corporation (“Care”) whose sole shareholder is Province.

RECITALS:

     WHEREAS, Province, as sole shareholder of the Corporation, and the board of directors of the Corporation have determined that it is in the best interest of the Corporation to consummate the business combination transaction provided for herein in which the Corporation will merge with and into Care, subject to the terms and conditions set forth herein (the “Merger”);

     WHEREAS, the board of directors of Care have determined that it is in the best interest of Care to consummate the Merger;

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Corporation and Care agree as follows:

ARTICLE 1
THE MERGER

     1.1. The Merger. Subject to the terms and conditions of this Agreement, in accordance with the Oregon Business Corporation Act and the Washington Business Corporation Act (the “WBCA”), at the Effective Time (as defined in Section 1.2 hereof), the Corporation shall merge with and into Care. Care shall be the surviving entity (the “Surviving Entity”) in the Merger and shall continue its corporate existence under the laws of the State of Washington. The address of the Surviving Entity’s principal place of business is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027. Upon consummation of the Merger, the separate corporate existence of the Corporation shall terminate. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the WBCA.

     1.2. Effective Time. The Merger shall become effective at 12:01 a.m. on October 26, 2001 (the “Effective Time”), as set forth in the articles of merger which shall be filed with the Secretaries of State of the States of Oregon and Washington.

ARTICLE 2
EFFECTS OF THE MERGER ON SECURITIES

     2.1 Effects of the Merger on Securities of Care. As of the Effective Time, each share of common stock, par value $.01 per share, of Care issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall continue to represent one share of common stock of the Surviving Entity.

     2.2 Effects of the Merger on Securities of the Corporation. At the Effective Time, each share of the common stock, par value $.01 per share, of the Corporation (“Corporation Common Stock”) issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and without any action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of Corporation Common Stock shall thereafter cease to have any rights with respect to such shares of Corporation Common Stock.

ARTICLE 3
ADDITIONAL EFFECTS OF THE MERGER

     3.1. Charter. At the Effective Time, the Charter of Care as in effect at the Effective Time shall be the charter of the Surviving Entity (the “Surviving Entity Charter”).

     3.2. Bylaws. At the Effective Time, the Bylaws of Care as in effect at the Effective Time shall be the bylaws of the Surviving Entity (the “Surviving Entity Bylaws”) until thereafter amended in accordance with applicable law and the Surviving Entity Charter.

     3.3. Directors and Officers. The directors and officers of Care immediately prior to the Effective Time shall be the directors and officers of the Surviving Entity, each to hold office in accordance with the Surviving Entity Bylaws until their respective successors are duly elected or appointed and qualified.

[Signature page follows]

2 

     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

BRIM PAVILION, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President
CARE HEALTH COMPANY, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President

3 

ARTICLES OF MERGER
MERGING
BRIM EQUIPMENT SERVICES, INC.
(an Oregon corporation)
WITH AND INTO
CARE HEALTH COMPANY, INC.
(a Washington corporation) FILED
STATE OF WASHINGTON
OCT 26 2001

SECRETARY OF STATE

          Pursuant to Section 60.494 of the Oregon Business Corporation Act and Section 23B.11.050 of the Washington Business Corporation Act, Brim Equipment Services, Inc., an Oregon corporation (the “Corporation”), and Care Health Company, Inc., a Washington corporation (“Care”), hereby adopt the following Articles of Merger:

          1. The Plan of Merger (the “Plan”) is attached hereto as Exhibit A and incorporated herein by reference.

          2. As to the Corporation, shareholder approval was required. There were authorized 1,000 shares of common stock of the Corporation, $.01 par value per share, 100 of which were issued and outstanding. There are no other groups entitled to vote on the Plan. One hundred (100) votes were cast in favor of the Plan and no votes were cast against the Plan. The number of votes cast in favor of the Plan was sufficient for approval of the Plan. As to the Corporation, the Plan and the performance of its terms were duly authorized by all action required by the State of Oregon and the Corporation’s articles of incorporation.

          3. As to Care, shareholder approval was not required. The Plan and the performance of its terms were duly authorized by all action required by the State of Washington and Care’s Articles of Incorporation.

          4. The Plan shall become effective at 12:01 a.m. on October 26, 2001 (the “Effective Time”).

          6. At the Effective Time, Care shall become the surviving entity and the Corporation shall cease to exist as a separate corporation.

[Signature page follows]

     IN WITNESS WHEREOF, each of the undersigned has duly caused these Articles of Merger to be executed by their respective duly authorized officers as of this 25^th day of October, 2001.

BRIM EQUIPMENT SERVICES, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President
CARE HEALTH COMPANY, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President

EXHIBIT A

PLAN OF MERGER

     THIS PLAN OF MERGER, dated as of October 25, 2001 (this “Agreement”), is by and between Brim Equipment Services, Inc., an Oregon corporation (the “Corporation’) whose sole shareholder is Province Healthcare Company, a Delaware corporation (“Province”), and Care Health Company, Inc., a Washington corporation (“Care”) whose sole shareholder is Province.

RECITALS:

     WHEREAS, Province, as sole shareholder of the Corporation, and the board of directors of the Corporation have determined that it is in the best interest of the Corporation to consummate the business combination transaction provided for herein in which the Corporation will merge with and into Care, subject to the terms and conditions set forth herein (the “Merger”);

     WHEREAS, the board of directors of Care have determined that it is in the best interest of Care to consummate the Merger;

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Corporation and Care agree as follows:

ARTICLE 1
THE MERGER

     1.1. The Merger. Subject to the terms and conditions of this Agreement, in accordance with the Oregon Business Corporation Act and the Washington Business Corporation Act (the “WBCA”), at the Effective Time (as defined in Section 1.2 hereof), the Corporation shall merge with and into Care. Care shall be the surviving entity (the “Surviving Entity”) in the Merger and shall continue its corporate existence under the laws of the State of Washington. The address of the Surviving Entity’s principal place of business is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027, Upon consummation of the Merger, the separate corporate existence of the Corporation shall terminate. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the WBCA.

     1.2. Effective Time. The Merger shall become effective at 12:01 a.m. on October 26, 2001 (the “Effective Time”), as set forth in the articles of merger which shall be filed with the Secretaries of State of the States of Oregon and Washington.

ARTICLE 2
EFFECTS OF THE MERGER ON SECURITIES

     2.1 Effects of the Merger on Securities of Care. As of the Effective Time, each share of common stock, par value $.01 per share, of Care issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall continue to represent one share of common stock of the Surviving Entity.

     2.2 Effects of the Merger on Securities of the Corporation. At the Effective Time, each share of the common stock, par value $.01 per share, of the Corporation (“Corporation Common Stock”) issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and without any action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of Corporation Common Stock shall thereafter cease to have any rights with respect to such shares of Corporation Common Stock.

ARTICLES 3
ADDITIONAL EFFECTS OF THE MERGER

     3.1. Charter. At the Effective Time, the Charter of Care as in effect at the Effective Time shall be the charter of the Surviving Entity (the “Surviving Entity Charter”).

     3.2. Bylaws. At the Effective Time, the Bylaws of Care as in effect at the Effective Time shall be the bylaws of the Surviving Entity (the “Surviving Entity Bylaws”) until thereafter amended in accordance with applicable law and the Surviving Entity Charter.

     3.3. Directors and Officers. The directors and officers of Care immediately prior to the Effective Time shall be the directors and officers of the Surviving Entity, each to hold office in accordance with the Surviving Entity Bylaws until their respective successors are duly elected or appointed and qualified.

[Signature page follows]

2 

     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

BRIM EQUIPMENT SERVICES, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President
CARE HEALTH COMPANY, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President

3 

ARTICLES OF MERGER
MERGING
BRIM SERVICES GROUP, INC.
(an Oregon corporation)
WITH AND INTO
CARE HEALTH COMPANY, INC.
(a Washington corporation)

FILED
STATE OF WASHINGTON
OCT 26 2001
SECRETARY OF STATE

          Pursuant to Section 60.494 of the Oregon Business Corporation Act and Section 23B.1l.050 of the Washington Business Corporation Act, Brim Services Group, Inc., an Oregon corporation (the “Corporation”), and Care Health Company, Inc., a Washington corporation (“Care”), hereby adopt the following Articles of Merger;

          1. The Plan of Merger (the “Plan”) is attached hereto as Exhibit A and incorporated herein by reference.

          2. As to the Corporation, shareholder approval was required. There were authorized 1,000,000 shares of common stock of the Corporation, $.01 par value per share, 80,000 of which were issued and outstanding. There are no other groups entitled to vote on the Plan. Eighty thousand (80,000) votes were cast in favor of the Plan and no votes were cast against the Plan. The number of votes cast in favor of the Plan was sufficient for approval of the Plan. As to the Corporation, the Plan and the performance of its terms were duly authorized by all action required by the State of Oregon and the Corporation’s articles of incorporation.

          3. As to Care, shareholder approval was not required. The Plan and the performance of its terms were duly authorized by all action required by the State of Washington and Care’s Articles of Incorporation.

          4. The Plan shall become effective at 12:01 a.m. on October 26, 2001 (the “Effective Time”).

          6. At the Effective Time, Care shall become the surviving entity and the Corporation shall cease to exist as a separate corporation.

[Signature page follows]

          IN WITNESS WHEREOF, each of the undersigned has duly caused these Articles of Merger to be executed by their respective duly authorized officers as of this 25^th day of October, 2001.

BRIM SERVICES GROUP, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President
CARE HEALTH COMPANY, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President

EXHIBIT A

PLAN OF MERGER

     THIS PLAN OF MERGER, dated as of October 25, 2001 (this “Agreement”), is by and between Brim Services Group, Inc., an Oregon corporation (the “Corporation”) whose sole shareholder is Province Healthcare Company, a Delaware corporation (“Province”), and Care Health Company, Inc., a Washington corporation (“Care”) whose sole shareholder is Province.

RECITALS:

     WHEREAS, Province, as sole shareholder of the Corporation, and the board of directors of the Corporation have determined that it is in the best interest of the Corporation to consummate the business combination transaction provided for herein in which the Corporation will merge with and into Care, subject to the terms and conditions set forth herein (the “Merger”);

     WHEREAS, the board of directors of Care have determined that it is in the best interest of Care to consummate the Merger;

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained, herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Corporation and Care agree as follows:

ARTICLE 1
THE MERGER

     1.1. The Merger. Subject to the terms and conditions of this Agreement, in accordance with the Oregon Business Corporation Act and the Washington Business Corporation Act (the “WBCA”), at the Effective Time (as defined in Section 1.2 hereof), the Corporation shall merge with and into Care. Care shall be the surviving entity (the “Surviving Entity”) in the Merger and shall continue its corporate existence under the laws of the State of Washington. The address of the Surviving Entity’s principal place of business is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027. Upon consummation of the Merger, the separate corporate existence of the Corporation shall terminate. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the WBCA.

     1.2. Effective Time. The Merger shall become effective at 12:01 a.m, on October 26, 2001 (the “Effective Time”), as set forth in the articles of merger which shall be filed with the Secretaries of State of the States of Oregon and Washington.

ARTICLE 2
EFFECTS OF THE MERGER ON SECURITIES

     2.1 Effects of the Merger on Securities of Care. As of the Effective Time, each share of common stock, par value $.01 per share, of Care issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall continue to represent one share of common stock of the Surviving Entity.

     2.2 Effects of the Merger on Securities of the Corporation. At the Effective Time, each share of the common stock, par value $.01 per share, of the Corporation (“Corporation Common Stock”) issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and without any action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of Corporation Common Stock shall thereafter cease to have any rights with respect to such shares of Corporation Common Stock.

ARTICLE 3
ADDITIONAL EFFECTS OF THE MERGER

     3,1. Charter, At the Effective Time, the Charter of Care as in effect at the Effective Time shall be the charter of the Surviving Entity (the “Surviving Entity Charter”).

     3.2. Bylaws. At the Effective Time, the Bylaws of Care as in effect at the Effective Time shall be the bylaws of the Surviving Entity (the “Surviving Entity Bylaws”) until thereafter amended in accordance with applicable law and the Surviving Entity Charter.

     3.3. Directors and Officers. The directors and officers of Care immediately prior to the Effective Time shall be the directors and officers of the Surviving Entity, each to hold office in accordance with the Surviving Entity Bylaws until their respective successors are duly elected or appointed and qualified.

[Signature page follows]

2 

     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

BRIM SERVICES GROUP, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President
CARE HEALTH COMPANY, INC.
By:	/s/ [ILLEGIBLE]
	Title: Vice President

3 

EX-3.50

Exhibit 3.50

BYLAWS

OF

CARE HEALTH COMPANY, INC.

originally adopted on _______________, 1992

Amendments are listed on page 1

AMENDMENTS

Article/Section Effect of Amendment Date of Amendment

-i-

TABLE OF CONTENTS

Article/section     Provision	Page
ARTICLE I. OFFICES		-1-
ARTICLE II. NUMBER OF DIRECTORS		-1-
ARTICLE III. SHAREHOLDERS		-1-
Section 3.1. Annual Meeting		-1-
Section 3.2. Special Meetings		-1-
Section 3.3. Place of Meetings		-1-
Section 3.4. Fixing of Record Date		-2-
Section 3.5. Voting Lists		-2-
Section 3.6. Notice of Meetings		-2-
Section 3.7. Waiver of Notice		-3-
Section 3.8. Manner of Acting; Proxies		-3-
Section 3.9. Participation by Conference Telephone		-4-
Section 3.10. Quorum		-4-
Section 3.11. Voting of Shares		-4-
Section 3.12. Voting for Directors		-4-
Section 3.13. Voting of Shares by certain Holders		-4-
Section 3.14. Action by Shareholders Without a Meeting		-5-
ARTICLE IV. BOARD OF DIRECTORS		-6-
Section 4.1 General Powers		-6-
Section 4.2. Number, Tenure and Qualification		-6-
Section 4.3. Annual and Other Regular Meetings		-6-
Section 4.4. special Meetings		-6-
Section 4.5. Quorum		-7-
Section 4.6. Manner of Acting		-7-
Section 4.7. Participation by Conference Telephone		-7-
Section 4.8. Presumption of Assent		-7-
Section 4.9. Action by Board Without a Meeting		-7-
Section 4.10. Board Committees		-8-
Section 4.11. Resignation		-8-
Section 4.12. Removal		-8-
Section 4 13 Vacancies		-8-
Section 4.14. Compensation		-9-
Section 4.15. Special Responsibilities of the Board		-9-
ARTICLE V. OFFICERS		-10-
Section 5.1. Number		-10-
Section 5.2. Appointment and Term of Office		-10-
Section 5.3. Resignation		-10-
Section 5.4. Removal		-10-
Section 5.5. Chairman and Vice-Chairmen of the Board		-11-

-ii-

Article/section      Provision	Page
Section 5.6. President		-11-
Section 5.7. Vice-Presidents		-11-
Section 5.8. Secretary		-11-
Section 5.9. Treasurer		-12-
Section 5.10. Assistant Officers		-12-
Section 5.11. Compensation of Officers and Employees		-12-
ARTICLE VI. CONTRACTS, LOANS, CHECKS, DEPOSITS		-13-
Section 6.1. Contracts		-13-
Section 6.2. Loans		-13-
Section 6.3. Checks, Drafts, Etc.		-13-
Section 6 4. Deposits		-13-
Section 6.5. Contracts with or Loans to Directors and Officers		-13-
ARTICLE VII. SHARES		-14-
Section 7.1. Certificates for Shares		-14-
Section 7.2. Issuance of Shares		-14-
Section 7.3. Beneficial Ownership		-14-
Section 7.4. Transfer of Shares		-14-
Section 7.5. Lost or Destroyed Certificates		-14-
Section 7.6. Restrictions on Transfer		-14-
Section 7.7. Stock Transfer Records		-15-
ARTICLE VIII. SEAL		-15-
ARTICLE IX. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS		-15-
Section 9.1. Power to Indemnify		-15-
9.1.1. Power to Indemnify		-15-
9.1.2. Power to Pay Expenses in Advance of Final Disposition		-16-
9.1.3. Power to Enter Into Contracts		-16-
9.1.4. Expansion of Powers		-16-
9.1.5. Limitation on Powers		-16-
Section 9.2. Indemnification of Directors, Officers, Employees and Agents		-17-
9.2. 1. Directors		-17-
9.2.2. Officers, Employees, and Agents		-17-
9.2.3. Character of Rights		-17-
9.2.4. Enforcement		-17-
9.2.5. Rights Not Exclusive		-l8-
Section 9.3. Insurance		-18-
Section 9.4. survival of Benefits		-l8-
Section 9.5. Severability		-18-
Section 9.6. Applicable Law		-18-

-iii-

Article/section     Provision	Page
ARTICLE X. BOOKS AND RECORDS		-19-
ARTICLE XI. FISCAL YEAR		-19-
ARTICLE XII. VOTING OF SHARES OF ANOTHER CORPORATION		-19-
ARTICLE XIII. AMENDMENTS TO BYLAWS		-19-

-iv-

BYLAWS
OF
CARE HEALTH COMPANY, INC.

ARTICLE I. OFFICES

     The principal office and place of business of the corporation in the state of Washington shall be located at 3003 Tieton Drive, Yakima, WA 98902.

     The corporation may have such other offices within or without the state of Washington as the board of directors may designate or the business of the corporation may require from time to time.

ARTICLE II. NUMBER OF DIRECTORS

     The board of directors of this corporation shall consist of not less than two (2) nor more than ten (10) directors.

ARTICLE III. SHAREHOLDERS

     Section 3.1. Annual Meeting. The annual meeting of the shareholders shall be held on the first Tuesday in the month of June in each year, beginning with the year 1993, or at such other date or time as may be determined 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 day fixed for the annual meeting shall be a legal holiday in the state of Washington, the meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein for any annual meeting of the Shareholders or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient.

     Section 3.2. special Meetings. Special meetings of the shareholders for any purpose or purposes unless otherwise prescribed by statute may be called by the president, by the board of directors, or by the written request of any director or holders of at least ten percent (10%) of the votes entitled to be cast on each issue to be considered at the special meeting.

     Section 3.3. Place of Meetings. Meetings of the shareholders shall be held at either the principal office of the corporation or

-1-

at such other place within or without the state of Washington as the board of directors or the president may designate.

     Section 3.4. Fixing of Record Data. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, which date in any case shall not be more than seventy (70) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend or distribution, the day before the first notice of a meeting is dispatched to shareholders or the date on which the resolution of the board of directors authorizing such dividend or distribution is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

     Section 3.5. Voting Lists. At least ten (10) days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall prepare an alphabetical list of all its shareholders on the record date who are entitled to vote at the meeting or any adjournment thereof, arranged by voting group, and within each voting group by class or series of shares, with the address of and the number of shares held by each, which record for a period of ten (10) days prior to the meeting shall be kept on file at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will. be held. such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder, shareholder’s agent or shareholder’s attorney during the whole time of the meeting. Failure to comply with the requirements of this bylaw shall not affect the validity of any action taken at the meeting.

     section 3.6. Notice of Meetings. Written or printed notice stating the date, time and place of a meeting of shareholders and, in the case of a special meeting of shareholders, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the president, the secretary, or the officer or persons calling the meeting to each shareholder of record entitled

-2-

to vote at such meeting (unless required by law to send notice to all shareholders regardless of whether or not such shareholders are entitled to vote), not less than ten (10) days and not more than sixty (60) days before the meeting, except that notice of a meeting to act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed sale, lease, exchange or other disposition of all or substantially all of the assets of the corporation other than in the usual course of business, or the dissolution of the corporation shall be given not less than twenty (20) days and not more than sixty (60) days before the meeting. Written notice may be transmitted by: Mail, private carrier or personal delivery; telegraph or teletype; or telephone, wire or wireless equipment which transmits a facsimile of the notice. Such notice shall be effective upon dispatch if sent to the shareholder’s address, telephone number, or other number appearing on the records of the corporation.

     If an annual or special shareholders’ meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before adjournment unless a new record date is or must be fixed. If a new record date for the adjourned meeting is or must be fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

     Section 3.7. Waiver of Notice. A shareholder may waive any notice required to be given under the provisions of these bylaws, the articles of incorporation or by applicable law, whether before or after the date and time stated therein. A valid waiver is created by any of the following three methods: (a) in writing signed by the shareholder entitled to the notice and delivered to the corporation for inclusion in its corporate records; (b) by attendance at the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or (c) by failure to object at the time of presentation of a matter not within the purpose or purposes described in the meeting notice.

     Section 3.8. Manner or Acting: Proxies. A shareholder may vote either in person or by proxy. A shareholder may vote by proxy by means of a proxy appointment form which is executed in writing by the shareholder, his agent, or by his duly authorized attorney-in-fact. All proxy appointment forms shall be filed with the secretary of the corporation before or at the commencement of meetings. No unrevoked proxy appointment form shall be valid after eleven (11) months from the date of its execution unless otherwise expressly provided in the appointment form. No proxy appointment may be effectively revoked until notice in writing of such revocation has been given to the secretary of the corporation by the shareholder appointing the proxy.

-3-

     Section 3.9. Participation by Conference Telephone. At the discretion of the board of directors, shareholders or proxies may participate in a meeting of the shareholders by conference call or any other means of communication by which all persons participating in the meeting can hear each other during the meeting, and participation by such means shall constitute presence in person at the meeting.

     Section 3.10. Quorum. At any meeting of the shareholders, a majority in interest of all the shares entitled to vote on a matter, represented by shareholders of record, shall constitute a quorum of that voting group for action on that matter. Once a share is represented at a meeting, other than to object to holding the meeting or transacting business, it is deemed to be present for purposes of a quorum for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for the adjourned meeting. At such reconvened meeting, any business may be transacted which might have been transacted at the adjourned meeting. If a quorum exists, action on a matter is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the question ·is one upon which a different vote is required by express provision of law or of the articles of incorporation or of these bylaws.

     Section 3.11. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as may be otherwise provided in the articles of incorporation.

     Section 3.12. Voting for Directors. Unless otherwise provided in the articles of incorporation, shareholders entitled to vote at any election of directors are not entitled to cumulate votes, but, rather, each shareholder shall have one vote only. Unless otherwise provided in the articles of incorporation, in any election of directors the candidates elected are those receiving the largest numbers of votes cast by the shares entitled to vote in the election, up to the number of directors to be elected by such shares.

     Section 3.13. Voting of Shares by Certain Holders.

          3.13.1. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the board of directors of such corporation may determine. A certified copy of a resolution adopted by such directors shall be conclusive as to their determination.

-4-

          3.13.2. Shares held by a personal representative, administrator, executor, guardian or conservator may be voted by such administrator, executor, guardian or conservator, without a transfer of such shares into the name of such personal representative, administrator, executor, guardian or conservator. Shares standing in the name of a trustee may be voted by such trustee, but no trustee shall be entitled to vote shares held in trust without a transfer of such shares into the name of the trustee.

          3.13.3. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

          3.13.4. If shares are held jointly by three or more fiduciaries, the will of the majority of the fiduciaries shall control the manner of voting or appointment of a proxy, unless the instrument or order appointing such fiduciaries otherwise directs.

          3.13.5. Unless the pledge agreement expressly provides otherwise, a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

          3.13.6. Shares held by another corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares entitled to vote at any given time if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation.

          3.13.7. On and after the date on which written notice of redemption of redeemable shares has been dispatched to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall be deemed to be not outstanding shares.

     Section 3.14. Action by Shareholders Without a Meeting. Any action which mayor is required to be taken at a meeting of the shareholders may be taken without a meeting if one or more written consents setting forth the action so taken shall be signed, either before or after the action taken, by all the shareholders entitled to vote with respect to the subject matter thereof. Action taken by written consent of the shareholders is effective when all consents are in possession of the corporation, unless the consent

-5-

specifies a later effective date. Whenever any notice is required to be given to any shareholder of the corporation pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to notice, shall be deemed equivalent to the giving of notice.

ARTICLE IV. BOARD OF DIRECTORS

     Section 4.1. General Powers. The business and affairs of the corporation shall be managed by its board of directors.

     Section 4.2. Number, Tonure and Qualification. The number of directors set forth in Article II of these bylaws may be increased or decreased from time to time by amendment to or in the manner provided in these bylaws. No decrease, however, shall have the effect of shortening the term of any incumbent director unless such director resigns or is removed in accordance with the provisions of these bylaws. Except as classification of directors may be specified by the articles of incorporation and unless removed in accordance with these bylaws, each director shall hold office until the next annual meeting of the shareholders and until a successor shall have been elected and qualified. Directors need not be residents of the state of Washington or shareholders of the corporation.

     Section 4.3. Annual and other Regular Meetings. An annual meeting of the board of directors shall be held without other notice than this bylaw, immediately after and at the same place as the annual meeting of shareholders. The board of directors may specify by resolution the time and place, either within or without the state of Washington, for holding any other regular meetings of the board of directors.

     Section 4.4. Special Meetings. Special meetings of the board of directors may be called by the board of directors, the chairman of the board, the president, the secretary or any director. Notice of special meetings of the board of directors stating the date, time and place thereof shall be given at least two (2) days prior to the date set for such meeting by the person or persons authorized to call such meeting, or by the secretary at the direction of the person or persons authorized to call such meeting. The notice may be oral or written. Oral notice may be communicated in person or by telephone, wire or wireless equipment, which does not transmit a facsimile of the notice. Oral notice is effective when communicated. Written notice may be transmitted by mail, private or public overnight delivery, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment which transmits a facsimile of the notice. Written notice is effective upon dispatch if such notice is sent to the director’s address, telephone number, facsimile number or other number

-6-

appearing on the records of the corporation. If no place for such meeting is designated in the notice thereof, the meeting shall be held at the principal office of the corporation. Any director may waive notice of any meeting at any time. Whenever any notice is required to be given to any director of the corporation pursuant to applicable law, a waiver thereof in writing signed by the director, entitled to notice shall be deemed equivalent to the giving of notice. The attendance of a director at a meeting shall constitute a waiver of notice of the 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 convened. Unless otherwise required by law, 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 4.5. Quorum. A majority of the number of directors specified in or fixed in accordance with these bylaws shall constitute a quorum for the transaction of any business at any meeting of directors. If less than a majority shall attend a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and a quorum present at such adjourned meeting may transact business.

     Section 4.6. Manner of Acting. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors.

     Section 4.7. Participation by Conference Telephone. Directors may participate in a regular or special meeting of the board by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting and participation by such means shall constitute presence in person at the meeting.

     Section 4. 8. Presumption of Assent. A director who is present at a meeting of the board of directors at which action is taken shall be presumed to have assented to the action taken unless such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

     Section 4.9. Action by Board Without a Meeting. Any action permitted or required to be taken at a meeting of the board of directors may be taken without a meeting if one or more written consents setting forth the action so taken, shall be signed, either before or after the action taken, by all the directors. Action

-7-

taken by written consent is effective when the last director signs the consent, unless the consent specifies a later effective date.

     Section 4.10. Board Committees. The board of directors may by resolution designate from among its members an executive committee and one or more other committees, each of which must have two (2) or more members and shall be governed by the same rules regarding meetings, action without meetings, notice, waiver of notice, and quorum and voting requirements as applied to the board of directors. To the extent provided in such resolutions, each such committee shall have and may exercise the authority of the board of directors, except as limited by applicable law. The designation of any such committee and the delegation thereto of authority shall not relieve the board of directors, or any members thereof, of any responsibility imposed by law.

     Section 4.11. Resignation. Any director may resign at any time by delivering written notice to the chairman of the board, the president, the secretary, or the registered office of the corporation, or by giving oral notice at any meeting of the directors or shareholders. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 4.12. Removal. At a meeting of the shareholders called expressly for that purpose, any director or the entire board of directors may be removed from office, with or without cause (unless the articles of incorporation provide that directors may be removed only for cause) by a vote of the holders of a majority of the shares then entitled to vote at an election of the director or directors whose removal is sought. If the board of directors or anyone or more directors is so removed, new directors may be elected at this same meeting.

     Section 4.13. Vacancies. A vacancy on the board of directors may occur by the resignation, removal or death of an existing director, or by reason of increasing the number of directors on the board of directors as provided in these bylaws. Except as May be limited by the articles of incorporation, any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of shareholders; provided, however, that in the event the shareholders fail to fill the vacancy within thirty (3) days of the creation thereof, the vacancy may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, except that a vacancy to be filled by reason of an increase in the number of directors shall be filled for a term of office continuing only until the next election of directors by shareholders.

-8-

     If the vacant office was held by a director elected by holders of one or more authorized classes or series of shares, only the holders of those classes or series of shares are entitled to vote to fill the vacancy.

     Section 4.14. Compensation. By resolution of the board of directors, the directors may be paid a fixed sum plus their expenses, if any, for attendance at meetings of the board of directors or committee thereof, or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and’ receiving compensation therefor.

     Section 4.15. Special Responsibilities of the Board. In addition, to the general powers and duties vested in the Board, the Board shall have overall responsibility and authority for the operation and performance of the Company. These responsibilities shall include, but not be limited to, the following:

          4.15.1. Adopting a statement of the mission, goals and objectives of the corporation, which includes a description of the services provided.

          4.15.2. Establishing an organizational structure and specifying the functional relationships among the various components of the corporation.

          4.15.3. Adopting bylaws or similar rules and regulations to establish authority and responsibility and to provide for the orderly development and management of the corporation.

          4.15.4. Adopting such policies and procedures as may be necessary for the orderly conduct of the corporation.

          4.15.5. Adopting a program to evaluate the quality of care provided and to appropriately address identified problems in care.

          4.15.6. Reviewing and taking appropriate action on all matters relating to the legal conduct of the corporation and its staff.

          4.15.7. Establishing a system of financial management and accountability.

          4.15.8. Establishing a policy on the rights and responsibilities of the patients at the facilities owned and/or operated by the corporation.

          4.15.9. Approving, with review as appropriate by the professional staff of the corporation, all major contracts or

-9-

arrangements affecting the medical care provided under the auspices of the corporation including, but not limited to, physician employment contracts, the provision of radiology services and pathology and medical laboratory services, the use of external laboratories, the provision of care by other organizations and the provision of education for students and postgraduate trainees.

          4.15.10. Formulating long range plans in accordance with the missions and goals of the corporation.

          4.15.11. Operating the corporation without limitation by reason of race, creed, sex or national origin.

          4.15.12. Overseeing the activities of the medical staff at the facilities owned and/or operated by the corporation.

ARTICLE V. OFFICERS

     Section 5.1. Number. The corporation shall have a president, and may have one or more vice-presidents, a secretary and a treasurer, each of whom shall be appointed by the board of directors. Such other officers and assistant officers, including a chairman of the board, as may be deemed necessary or appropriate may be appointed by the board of directors. By resolution, the board of directors may designate any officer as chief executive officer, chief operating officer, chief financial officer, or any similar designation. Any two or more offices may be held by the same person.

     Section 5.2. Appointment and Term of Office. ·The officers of the corporation shall be appointed by the board of directors for such term as the board may deem advisable or may be appointed to serve for an indefinite term at the pleasure of the board. Each officer shall hold office until a successor shall have been appointed regardless of such officer’s term of office, except in the event of such officer’s termination of an indefinite term at the pleasure of the board or such Officer’s removal in the manner herein provided.

     Section 5.3. Resignation. Any officer may resign at any time by delivering written notice to the chairman of the board, the president, a vice-president, the secretary or the board of directors, or by giving oral notice at any meeting of the board. Any such resignation shall take effect at any subsequent time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 5.4. Removal. Any officer appointed by the board of directors may be removed by the board of directors with or without cause. The removal shall be without prejudice to the contract

-10-

rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

     Section 5.5. Chairman and Vice-Chairmen of the Board. The chairman of the board, if there be such an office, shall, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may be determined from time to time by resolution of the board of directors. The vice-chairman of the board, if there be such an office, or in the event there shall be more than one vice-chairman, the one designated most senior at the time of election, shall perform the duties of the chairman of the board in the chairman’s absence, or in the event of the chairman’s death, disability or refusal to act. The vice-chairman of the board shall exercise and perform such other powers and duties as may be determined from time to time by resolution of the board of directors.

     Section 5.6. President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall generally supervise and control the business and affairs of the corporation. When present the president shall preside at all meetings of the shareholders and in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. The president may sign with the secretary or any other proper officer of the corporation thereunto authorized by law, certificates for shares of the corporation, and may sign deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the president shall perform all duties incident to office of and such other duties as may be prescribed by resolution of the board of directors from time to time.

     Section 5.7. Vice-Presidents. In the absence of the president or in the event of his death, disability or refusal to act, the vice-president, or in the event there shall be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation then in the order of their election, if any, shall perform the duties of the president. When so acting the vice-president shall have all the powers of and be subject to all the restrictions upon the president and shall perform such other duties as from time to time may be assigned to the vice-president by resolution of the board of directors.

     Section 5.8. Secretary. The secretary shall keep the minutes of the proceedings of the shareholders and board of directors, shall give notices in accordance with the provisions of these

-11-

bylaws and as required by law, shall be custodian of the corporate records of the corporation, shall keep a record of the names and addresses of all shareholders and the number and class of shares held by each, have general charge of the stock transfer books of the corporation, may sign with the president, or a vice-president, certificates for shares of the corporation, deeds, mortgages, bonds, contracts, or other instruments which shall have been authorized by resolution of the board of directors, and in general shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by resolution of the board of directors.

     Section 5.9. 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. The treasurer shall have charge and custody of and be responsible for keeping correct and complete books and records of account, for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, deposit all such moneys in the name of the corporation in the banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws, and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by resolution of the board of directors.

     Section 5.10. Assistant Officers. The assistant officers in general shall perform such duties as are customary or as shall be assigned to them by resolution of the board of directors. If required by the board of directors, the assistant treasurers shall respectively give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

     Section 5.11. Compensation of Officers and Employees. The board of directors shall fix compensation of officers and may fix compensation of other employees from time to time. No officer shall be prevented from receiving a salary by reason of the fact that such officer is also a director of the corporation. In the event any salary payment, or portion thereof, to an officer or other employee is disallowed by the Internal Revenue Service as a deduction for employee compensation under Section 162(a) (1) of the Internal Revenue Code of 1986, as may be amended from time to time, on the grounds such payment was unreasonable in amount, then such officer or employee shall promptly repay the amount disallowed as a deduction to the corporation; it shall be the duty of the board of directors to take all action necessary to enforce this bylaw requiring repayment of unreasonable compensation.

-12-

ARTICLE VI. CONTRACTS, LOANS, CHECKS, DEPOSITS

     Section 6.1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and that authority may be general or confined to specific instances.

     Section 6.2. 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, which authority may be general.

     Section 6.3. 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 the officer or officers, or agent or agents, of the corporation and in the manner as shall from time to time be prescribed by resolution of the board of directors.

     Section 6.4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in the banks, trust companies or other depositories as the board of directors may select.

     Section 6.5. Contracts with or Loans to Directors and Officers. The corporation may enter into contracts and otherwise transact business as vendor, purchaser, or otherwise, with its directors, officers, and shareholders and with corporations, associations, firms, and entities in which they are or may become interested as directors, officers, shareholders, members, or otherwise, as freely as though such interest did not exist, as permitted by applicable law. In the absence of fraud the fact that any director, officer, shareholder, or any corporation, association, firm or other entity of which any director, officer, or shareholder is interested, is in any way interested in any transaction or contract shall not make the transaction or contract void or voidable, or require the director, officer, or shareholder to account to this corporation for any profits therefrom if the transaction or contract is or shall be authorized, ratified, or approved by (a) vote of a majority of a quorum of the board of directors excluding any interested director or directors, (b) the written consent of the holders of a majority of the shares entitled to vote, or (c) a general resolution approving the acts of the directors and officers adopted at a shareholders meeting by vote of the holders of the majority of the shares entitled to vote. Nothing herein contained shall create or imply any liability in the circumstances above described or prevent the authorization, ratification or approval of such transactions or contracts in any other manner.

-13-

ARTICLE VII. SHARES

     Section 7.1. Certificates for Shares. The shares of the corporation may be represented by certificates in such form as prescribed by the board of directors. Signatures of the corporate officers on the certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. All certificates shall be consecutively numbered or otherwise identified. All certificates shall bear such legend or legends as prescribed by the board of directors or these bylaws.

     Section 7.2. Issuance of Shares. Shares of the corporation shall be issued only when authorized by the board of directors, Which authorization shall include the consideration to be received for each share.

     Section 7.3. Beneficial ownership. Except as otherwise permitted by these bylaws, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. The board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. upon receipt by the corporation of a certification complying with such procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.

     Section 7.4. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, on surrender for cancellation of the certificate for the shares. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled.

     Section 7.5. Lost or Destroyed Certificates. In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such trems and indemnity to the corporation as the board of directors may prescribe.

     Section 7.6. Restrictions on Transfer. Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required

-14-

under applicable securities laws, all certificates representing shares of the corporation shall bear a legend on the face of the certificate or on the reverse of the certificate if a reference to the legend is contained on the face, to the effect as follows:

These securities are not registered under state or federal securities laws and may not be offered, sold, pledged or otherwise transferred, nor may these securities be transferred on the books of the company, without an opinion of counsel or other assurance satisfactory to the company that no violation of such registration provisions would result therefrom.

     Section 7.7. stock Transfer Records. The stock transfer books shall be kept at the principal office of the corporation or at the office of the corporation’s transfer agent or registrar. The name and address of the person to whom the shares represented by any certificate, together with the class, number of shares and date of issue, shall be entered on the stock transfer books of the corporation. Except as provided in these bylaws, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VIII. SEAL

     This corporation need not have a corporate seal. If the directors adopt a corporate seal, the seal of the corporation shall be circular in form and consist of the name of the corporation, the state and year of incorporation, and the words “Corporate Seal”.

ARTICLE IX. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     Section 9.1. Power to Indemnify. The corporation shall have the following powers:

          9.1.1. Power to Indemnify. The corporation may indemnify and hold harmless to the full extent permitted by applicable law each person who was or is made a party to or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or other proceeding, whether civil, criminal, administrative or investigative, by reason of that fact that he or she is or was a director, Officer, employee or agent of the corporation or, being or having been such a director, officer, employee or agent, he or she is or was serving at the request of the corporation as a director, officer, employee, agent, trustee, or in any other capacity of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to

-15-

employee benefit plans, whether the basis of such proceeding is alleged action or omission in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee or in any other capacity, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such person in connection therewith. such indemnification may continue as to a person who has ceased to be a director, officer, employee or agent of the corporation and shall inure to the benefit of his or her heirs and personal representatives.

          9.1.2. Power to Pay Expanses in Advance of Final Disposition. The corporation may pay expenses incurred in defending any such proceeding in advance of the final disposition of any such proceeding; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made to or on behalf of a director, officer, employee or agent only upon delivery to the corporation of an undertaking, by or on behalf of such director, officer, employee or agent, to repay all amounts so advanced if it shall Ultimately be determined that such director, officer, employee or agent is not entitled to be indemnified under this Article or otherwise, which undertaking may be unsecured and may be accepted without reference to financial ability to make repayment.

          9.1.3. Power to Enter Into Contracts. The corporation may enter into contracts with any person who is or was a director, officer, employee and agent of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest in property of the corporation, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

          9.1.4. Expansion of Powers. If the Washington Business Corporation Act is amended in the future to expand or increase the power of the corporation to indemnify, to pay expenses in advance of final disposition, to enter into contracts, or to expand or increase any similar or related power, then, without any further requirement of action by the shareholders or directors of this corporation, the powers described in this Article shall be expanded and increased to the fullest extent permitted by the Washington Business Corporation Act, as so amended.

          9.1.5. Limitation on powers. No indemnification shall be provided under this Article to any such person if the corporation is prohibited by the nonexclusive provisions of the Washington Business Corporation Act or other applicable law as then in effect from paying such indemnification. For example, no indemnification shall be provided to any director in respect of any

-16-

proceeding, whether or not involving action in his or her official capacity, in which he or she shall have been finally adjudged to be liable on the basis of intentional misconduct or knowing violation of law by the director, or from conduct of the director in violation of RCW 23B. 08.310, or that the director personally received a benefit in money, property or services to which the director was not legally entitled.

     Section 9.2. Indemnification of Directors Officers, Employees and Agents.

          9.2.1. Directors. The corporation shall indemnify and hold harmless any person who is or was a director of this corporation, and pay expenses in advance of final disposition of a proceeding, to the full extent to which the corporation is empowered.

          9.2.2. Officers, Employees and Agents. The corporation may, by action of its Board of Directors from time to time, indemnify and hold harmless any person who is or was an officer, employee or agent of the corporation, and pay expenses in advance of final disposition of a proceeding, to the full extent to which the corporation is empowered, or to any lesser extent which the Board of Directors may determine.

          9.2.3. Character of Rights. The rights to indemnification and payment of expenses in advance of final disposition of a proceeding conferred by or pursuant to this Article shall be contract rights.

          9.2.4. Enforcement. A director, officer, employee or agent (“claimant”) shall be presumed to be entitled to indemnification and/or payment of expenses under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the undertaking in subsection 9.1.2 above has been delivered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled.

     If a claim under this Article is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. Neither the failure of the corporation (including its board of directors, its shareholders or independent legal counsel) to

-17-

have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the corporation (including its board of directors, its shareholders or independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

          9.2.5. Rights Not Exclusive. The right to indemnification and payment of expenses in advance of final disposition of a proceeding conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the articles of incorporation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

     Section 9.3. Insurance. The corporation may purchase and maintain ;insurance, at its expense, to protect itself and any director, officer, employee, agent or trustee of the corporation or another corporation, partnership, joint venture, trust or other enterprise 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 Washington Business Corporation Act.

     Section 9.4. Survival of Benefits. Any repeal or modification of this Article shall not adversely affect any right of any person existing at the time of such repeal or modification.

     Section 9.5. Severability. If any provision of this Article or any application thereof shall be invalid, unenforceable or contrary to applicable law, the remainder of this Article, or the application of such provision to persons or circumstances other than those as to which it is held invalid, unenforceable or contrary to applicable law, shall not be affected thereby and shall continue in full force and effect.

     Section 9.6. Applicable Law. For purposes of this Article, “applicable law” shall at all times be construed as the applicable law in effect at the date indemnification may be sought, or the law in effect at the date of the action, omission or other event giving rise to the situation for which indemnification may be sought, whichever is selected by the person seeking indemnification. As of the date hereof, applicable law shall include RCW 23B. 08.500 through .600, as amended.

-18-

ARTICLE X. BOOKS AND RECORDS

     The corporation shall keep correct and complete books’ and records of account, stock transfer books, minutes of the proceedings of its shareholders and the board of directors and such other records as may be necessary or advisable.

ARTICLE XI. FISCAL YEAR

     The fiscal year of the corporation shall be determined by resolution adopted by the board of directors. In the absence of such a resolution, the fiscal year shall be the calendar year.

ARTICLE XII. VOTING OF SKARES OF ANOTHER CORPORATION

     Shares of another corporation held by this corporation may be voted by the president or vice-president, or by proxy appointment form executed by either of them, unless the directors by resolution shall designate some other person to vote the shares.

ARTICLE XIII. AMENDMENTS TO BYLAWS

     These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by the board of directors or by the shareholders. Any bylaw adopted, amended or repealed by the directors may be repealed, amended or reinstated by the shareholders at the next meeting of shareholders following such action, without further notice than this bylaw.

     The undersigned, being the secretary of the corporation, hereby certifies that these bylaws are the bylaws of CARE HEALTH COMPANY, INC. adopted by resolution of the directors on 9/30/92, 1992.

     DATED this 30 day of September, 1992.

/s/ James M. Williams  

James M. Williams, Secretary 

-19-

EX-3.51

Exhibit 3.51

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CASTLEVIEW HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

      AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “CASTLEVIEW HOSPITAL, LLC”.

2964208     8100H		/s/ Jeffrey W. Bullock
110292307 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619856 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09: 00 AM 11/09/1998

981429958 — 2964208

CERTIFICATE OF FORMATION
OF
CASTLEVIEW HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Castleview Hospital, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10: 00 AM 01/22/2002

020040862 — 2964208

CERTIFICATE OF AMENDMENT

OF

Castleview Hospital, LLC

     1. The name of the limited liability company is
          Castleview Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Castleview Hospital, LLC this 15 day of January, 2002.

Castleview Hospital, LLC

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title  Manager 

EX-3.52

Exhibit 3.52

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CASTLEVIEW HOSPITAL, LLC

     This Amended and Restated Limited Liability Company Agreement of Castleview Hospital, LLC, is entered into by Castleview Medical, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Castleview Hospital, LLC, effective as of November 9, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Castleview Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

CASTLEVIEW MEDICAL, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

EX-3.53

Exhibit 3.53

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CASTLEVIEW MEDICAL, 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-FIRST DAY OF APRIL, A. D. 1999, AT 4:40 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A. D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “CASTLEVIEW MEDICAL, LLC”.

3000895     8100H		/s/ Jeffrey W. Bullock
110292310 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619861 DATE: 03-14-11

STATE OF DELAWARE     
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 09: 00 AM 02/03/1999 
991044440 - 3000895     

CERTIFICATE OF FORMATION
OF
CASTLEVIEW MEDICAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Castleview Medical, 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. Frank II
	Name:	John M. Frank II
	Title:	Authorized Person

STATE OF DELAWARE     
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 04: 40 PM 04/21/1999 
991158058 - 3000895     

CERTIFICATE OF MERGER

OF

CASTLEVIEW MERGER CORP.

INTO

CASTLEVIEW MEDICAL, LLC

Pursuant to Section 18-209
of the Delaware Limited Liability Company Act
and Section 264 of the Delaware General Corporation Law

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Castleview Medical, LLC (the “LLC”)	Delaware
Castleview Merger Corp. (the “Company”)	Delaware

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been adopted, approved, certified, executed and acknowledged by each of the constituent entities to the merger.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Castleview Medical, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on April 21, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 20th day of April, 1999.

CASTLEVIEW MEDICAL, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager
CASTLEVIEW MERGER CORP.
By:	/s/ R. Milton Johnson
	Name: R. Milton Johnson
	Title: Vice President

3

CERTIFICATE OF AMENDMENT

OF

Castleview Medical, LLC

     1. The name of the limited liability company is Castleview Medical, 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 Castleview Medical, LLC this 15 day of January, 2002.

Castleview Medical, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III 

Title Manager  

     STATE OF DELAWARE
     SECRETARY OF STA’TE
DIVISION OF CORPORATIONS
 FILED 10: 00 AM 01/22/2002
     020040870 - 3000895

EX-3.54

Exhibit 3.54

LIMITED LIABILITY COMPANY AGREEMENT
OF
CASTLEVIEW MEDICAL, LLC

          This Limited Liability Company Agreement of Castleview Medical, LLC, effective as of February 3, 1999 (this “Agreement”), is entered into by Castleview Merger Corp., as the sole member (the “Member).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101,et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Castleview Medical, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James D. Shelton	President
Michael J. Parsons	Senior Vice President and Treasurer
Michael L. Silhol	Vice President and Secretary
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

2

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

* * * * * *

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 20^th day of April 1999.

CASTLEVIEW MERGER CORP.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

     Effective as of April 21, 1999 (the “Merger Date”), Castleview Merger Corp. (“Castleview Merger”) merged with and into Castleview Medical, LLC, a limited liability company of which Castleview Merger was the sole member (“Castleview Medical”), whereupon HTI Merger Corp., the sole stockholder of Castleview Merger (“HTI”), became the sole member of Castleview Medical. Attached hereto is a copy of the Limited Liability Company Agreement of Castleview Medical (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Castleview Merger as the sole member (the “Member”) shall be deemed to be references to HTI as the Member.

     IN WITNESS WHEREOF, HTI has executed this Addendum on the 21^st day of April, 1999.

HTI MERGER CORP.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of April 22, 1999 (the “Merger Date”), HTI Merger Corp. (“HTI”) merged with and into Utah Medco, LLC (“Utah Medco”), whereupon Utah Medco became the sole member of Castleview Medical, LLC, a Delaware limited liability company (“LLC”). Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to HTI as the sole member (the “Member”) shall be deemed to be references to Utah Medco as the Member.

     IN WITNESS WHEREOF, Utah Medco has executed this Addendum on the 22 ^nd day of April, 1999.

UTAH MEDCO, LLC
By	/s/ John M. Franck II
	John M. Franck II
	Vice President

ADDENDUM

     Effective as of May 4, 1999 (the “Effective Date”), Utah Medco, LLC (“Utah Medco”) assigned, transferred and conveyed its 100% limited liability company interest in Castleview Medical, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Utah Medco as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 4^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Manager

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Castleview Medical, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Castleview Medical, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.55

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 ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CASTLEVIEW PHYSICIAN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

      THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

      CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

      CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “CASTLEVIEW PHYSICIAN PRACTICE, LLC”.

2969087     8100H		/s/ Jeffrey W. Bullock
110292315 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619865 DATE: 03-14-11

STATE OF DELAWARE     
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/19/1998 
981447439-2969087     

CERTIFICATE OF FORMATION
OF
CASTLEVIEW PHYSICIAN PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Castleview Physician Practice, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE     
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002 
020040884 – 2969087     

CERTIFICATE OF AMENDMENT

OF

Castleview Physician Practice, LLC

     1. The name of the limited liability company is Castleview Physician Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Castleview Physician Practice, LLC this 15 day of January, 2002.

Castleview Physician Practice, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager  

EX-3.56

Exhibit 3.56

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CASTLEVIEW PHYSICIAN PRACTICE, LLC

          This Amended and Restated Limited Liability Company Agreement of Castleview Physician Practice, LLC, is entered into by Castleview Medical, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Castleview Physician Practice, LLC, effective as of November 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Castleview Physician Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16.Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

CASTLEVIEW MEDICAL, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Vice President

4

EX-3.57

Exhibit 3.57

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CLINCH PROFESSIONAL PHYSICIAN SERVICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTIETH DAY OF FEBRUARY, A.D. 2007, AT 7:17 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, “CLINCH PROFESSIONAL PHYSICIAN SERVICES, LLC”.

4304271     8100H 110292326 You may verify this certificate online at corp. delaware.gov/authver.shtml
		/s/ Jeffery W. Bullock
		Jeffery W. Bullock, Secretary of State AUTHENTICATION: 8619872
		DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 09:28 PM 02/20/2007
FILED 07:17 PM 02/20/2007
SRV 070194313 — 4304271 FILE

Certificate of Formation
of
Clinch Professional Physician Services, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Clinch Professional Physician Services, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of February 20, 2007.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.58

Exhibit 3.58

Limited Liability Company Agreement
OF
Clinch Professional Physician Services, LLC

     This Limited Liability Company Agreement of Clinch Professional Physician Services, LLC, effective as of February 20, 2007 (this “Agreement”) is entered into by LifePoint VA Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Clinch Professional Physician Services, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
Paul D. Gilbert, Senior Vice President
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall

have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of February 20, 2007.

LifePoint VA Holdings, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.59

Exhibit 3.59

	COMMON WEALTH OF VIRGINIA STATE CORPORATION COMMISSION
	ARTICLES OF ORGANIZATION OF A DOMESTIC LIMITED LIABILITY COMPANY

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1. The name of the limited liability company is

          Clinch Valley Endocrinology, LLC

(The name must contain me words “limited company” or “limited liability company” or the abbreviation “LC.”, “LC”. “LLC.” or “LLC”)

2. A. The name of the limited liability company’s initial registered agent is

C T Corporation System

B. The registered agent is (mark appropriate box):

(1) an INDIVIDUAL who is a resident of Virginia and

o a member or manager of the limited liability company.

o a member or manager of a limited liability company that is a member or manager of the limited liability company.

o an officer or director of a corporation that is a member or manager of the limited liability company.

o a general partner of a general or limited partnership that is a member or manager of the limited liability company.

o a trustee of a trust that is a member or manager of the limited liability company.

o a member of the Virginia State Bar.

OR

(2) þ a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

3. The limited liability company’s initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is

4701 Cox Road, Suite 301	Glen Allen	,	VA	23060-6802
(number/street)	(city or town)			(zip)

which is physically located in the þ county or o city of Henrico.

4. The limited liability company’s principal office address, including the street and number, if any, is

One Park Plaza	Nashville	TN		37203
(number/street)	(city or town)	(state)	(zip)

5. Organizer:

/s/ Dora A. Blackwood	06/06/2005
(signature)	(date)

Dora A. Blackwood
(printed name)	(telephone number (optional))

SEE INSTRUCTIONS ON THE REVERSE

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

AT RICHMOND, JULY 8, 2005

The State Corporation Commission has found the accompanying articles submitted on behalf of

Clinch Valley Endocrinology, LLC

to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this

CERTIFICATE OF ORGANIZATION

be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission, effective July 8, 2005.

STATE CORPORATION COMMISSION
By
	Commissioner

DLLCACPT
CIS0322
05-07-07-0644

EX-3.60

Exhibit 3.60

Amended and Restated
Operating Agreement
of
Clinch Valley Endocrinology, LLC

     This Amended and Restated Operating Agreement of Clinch Valley Endocrinology, LLC, effective as of July 1, 2006 (this “Agreement”) is entered into by LifePoint VA Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the original Operating Agreement; and

     NOW, THEREFORE, the Member hereby amends and restates the original Operating Agreement as follows:

     1. Name. The name of the limited liability company shall be Clinch Valley Endocrinology, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Virginia Limited Liability Company Act (“Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Virginia is 4701 Cox Road, Suite 301, Glen Allen, Virginia, 23060-6802.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Virginia is C T Corporation System, 4701 Cox Road, Suite 301, Glen Allen, Virginia, 23060-6802.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or

otherwise, possessed by members of a limited liability company under the laws of the State of Virginia. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Robert Wampler, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under the provisions of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers,

employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” pursuant to the provisions of the Act.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Virginia.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 1, 2006.

LifePoint VA Holdings, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.61

Exhibit 3.61

ARTICLES OF AMENDMENT

OF

GALEN-MED, INC.

ONE

     The name of the corporation is Galen-Med, Inc.

TWO

     The Articles of Incorporation of this corporation are hereby amended so that Article (a) thereof shall read as follows:

     “(a) The name of the corporation is Clinch Valley Medical Center. Inc.”

THREE

     The foregoing amendment was adopted by unanimous consent of the sole shareholder on October 17, 2006.

FOUR

     The amendment is to become effective on November 30, 2006.

     The undersigned Secretary declares that the facts herein stated are true as of October 17, 2006.

Executed in the name of the corporation by:

/s/ Mary Kim E. Shipp  

Mary Kim E. Shipp 

Secretary 

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

AT RICHMOND. NOVEMBER 16, 2006

The State Corporation Commission has found the accompanying articles submitted on behalf of Clinch Valley Medical Center, Inc. (formerly GALEN-MED, INC.)

to comply with the requirements of law, and confirms payment of all required fees Therefore, it is ORDERED that this

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office of the Clerk of the Commission, effective November 30, 2006

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By
	Commissioner

ARTICLES OF MERGER

OF

CLINCH VALLEY PROPERTY, LLC
(A DELAWARE LIMITED LIABILITY COMPANY)

WITH AND INTO

GALEN-MED, INC.
(A VIRGINIA STOCK CORPORATION)

     The undersigned companies, pursuant to Title 13.1, Chapter 9, Article 12 of the Code of Virginia, hereby execute the following Articles of Merger:

     FIRST: The name of each constituent company is CLINCH VALLEY PROPERTY, LLC, a Delaware limited liability company and GALEN-MED, INC., a Virginia Stock Corporation.

     SECOND: The Plan and Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent companies pursuant to Section 13.1-716 of the Code of Virginia.

     THIRD The Plan and Agreement of Merger was unanimously adopted by written consent of the sole member of Clinch Valley Property, LLC and unanimously adopted by written consent of the sole shareholder of Galen-Med. Inc.

     FOURTH: The Governing Body of each of the constituent companies deems it advisable that Clinch Valley Property LLC be merged into Galen-Med. Inc on the terms and condition set forth in the Plan and Agreement of Merger, in accordance with the applicable provisions the statutes of the State of Delaware and the State of Virginia, respectively, which [ILLEGIBLE] such merger

     FIFTH The [ILLEGIBLE] corporation is Galen-Med. Inc.

     SIXTH. The Certificate of Incorporation of the surviving corporation shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the laws of the state of its incorporation.

     SEVENTH: The merger is to become effective upon filing with the Virginia Corporation Commission.

     EIGHTH: The Plan and Agreement of Merger is attached hereto as Exhibit A and incorporated herein by reference.

     IN WITNESS WHEREOF, said constituent companies have caused these Articles to be signed by an authorized officer, the 30^th day of June, 2006.

GALEN-MED, INC.
By:	/s/ Mary Kim E. Shipp
	Name:	Mary Kim E. Shipp
	Title:	Secretary
CLINCH VALLEY PROPERTY, LLC
By:	/s/ Mary Kim E. Shipp
	Name:	Mary Kim E. Shipp
	Title:	Secretary

EXHIBIT A

PLAN AND AGREEMENT OF MERGER
BETWEEN
CLINCH VALLEY PROPERTY, LLC
(A DELAWARE LIMITED LIABILITY COMPANY)
AND
GALEN-MED, INC.
(A VIRGINIA STOCK CORPORATION)

     This Plan and Agreement of Merger made and entered into on the 30^th day of June, 2006. by and between CLINCH VALLEY PROPERTY, LLC, a Delaware limited liability company and GALEN-MED, INC., a Virginia Stock Corporation.

WITNESSETH:

     WHEREAS, Clinch Valley Property, LLC is a limited liability company organized and existing under the laws of the State of Delaware, its Certificate of Formation having been filed in the Office of the Secretary of State of the State of Delaware on March 6, 2006; and

     WHEREAS, Galen-Med, Inc. is a corporation organized and existing under the laws of the Slate of Virginia; and

     WHEREAS, the aggregate number of shares which Galen-Med, Inc. has authority to issue is One Thousand (1,000); and

     WHEREAS, the Governing Body of each of the constituent companies deems it advisable that Clinch Valley Property, LLC he merged into Galen-Med, Inc. on the terms and conditions hereinafter set forth, in accordance with the applicable provisions of the statutes of the State of Delaware and the State of Virginia, respectively, which permit such merger;

     NOW, THEREFORE, in consideration of the premises and of the agreements, covenants and provisions hereinafter contained. Clinch Valley Property, LLC and Galen-Med, Inc., by their respective Governing Body, have agreed and do hereby agree, each with the other as follows:

ARTICLE I

     Galen-Med, Inc. and Clinch Vally Property, LLC shall be merged into a single corporation, in accordance with applicable provisions of the laws of the State of Virginia and of the State of Delaware, by Clinch Valley Property, LLC merging into Galen-Med, Inc., which shall be the surviving Corporation.

ARTICLE II

     Upon the merger becoming effective as provided in the applicable laws of the State of Virginia and of the State of Delaware (the time when the merger shall so become effective being sometimes herein referred to as the “EFFECTIVE DATE OF THE MERGER”):

     The two constituent companies shall be a single corporation, which shall be Galen-Med, Inc., as the Surviving Corporation, and the separate existence of Clinch Valley Property, LLC shall cease except to the extent provided by the laws of the State of Virginia in the case of a limited liability company after its merger into another corporation.

ARTICLE III

     The Certificate of Incorporation of Galen-Med, Inc. in effect immediately prior to the Effective Date of the Merger shall be the Certificate of Incorporation of the surviving corporation, until amended in accordance with applicable law.

ARTICLE IV

     The ownership interest of the members of Clinch Valley Property, LLC shall, at the effective date of the merger, not be converted in any manner, but the ownership interest with respect to each of the members shall be surrendered and extinguished

     IN WITNESS WHEREOF, Clinch Valley Property, LLC and Galen-Med, Inc. pursuant to the approval and authority duly given by resolutions adopted by their respective Governing Bodies have caused this Plan and Agreement of Merger to be executed by an authorized officer of each party thereto.

CLINCH VALLEY PROPERTY, LLC
By:	/s/ Mary Kim E. Shipp
	Authorized Officer Title
	Name: Mary Kim E. Shipp, Secretary Print or Type
GALEN-MED, INC.
By:	/s/ Mary Kim E. Shipp
	Authorized Officer Title
	Name: Mary Kim E. Shipp Secretary Print or Type

0178968 - 4

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

AT RICHMOND, JULY 6, 2006

The State Corporation Commission finds the accompanying articles submitted on behalf of
GALEN-MED, INC.

comply with the requirements of law and confirms payment of all required fees. Therefore, it is ORDERED that this

CERTIFICATE OF MERGER

be issued and admitted to record with the articles of merger in the Office of the Clerk of the Commission, effective July 6, 2006, Each of the following:

Clinch Valley Property, LLC

is merged into GALEN-MED, INC., which continues to exist under the laws of VIRGINIA with the name GALEN-MED, INC., and the separate existence of each non-surviving entity ceases.

STATE CORPORATION COMMISSION
By:
	Commissioner

MERGACPT
CIS0322
06-07-05-0627

ARTICLES OF MERGER

OF

LAKE AREA MEDICAL CENTER, INC.

INTO

GALEN-MED, INC.

Pursuant to Article 3.1-720 of the Virginia Stock Corporation Act

          Galen-Med, Inc., a Virginia corporation, hereby certifies as follows:

          FIRST: An Agreement and Plan of Merger (the “Merger Agreement”) between the constituent entities to the merger in the form attached hereto as Exhibit A has been approved by the Board of Directors of Galen-Med, Inc.

          SECOND: Pursuant to and in accordance with the provisions of Article 13.1-719 of the Virginia Stock Corporation Act, the approval of the Merger Agreement by the shareholders of Galen-Med, Inc. and Lake Area Medical Center, Inc. was not obtained because Lake Area Medical Center, Inc. is a wholly-owned subsidiary of Galen-Med, Inc.

          THIRD: These Articles of Merger shall be effective on April 20, 1999.

     IN WITNESS WHEREOF, these Articles of Merger have been executed on this 19th of April, 1999.

GALEN-MED, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated as of April 19, 1999 (the “Agreement”), by and between Lake Area Medical Center, Inc., a Louisiana corporation (“Lake Area”), and Galen-Med Inc., a Virginia corporation (“Galen-Med”).

WITNESSETH:

     WHEREAS, Columbia/HCA Healthcare Corporation desires to undertake a restructuring of certain of its subsidiaries and assets (the “Restructuring”);

     WHEREAS, Galen-Med is the owner of all of the outstanding capital stock of Lake Area; and

     WHEREAS, in connection with the Restructuring, each of Lake Area and Galen-Med has determined that it is in its best interest to merge Lake Area with and into Galen-Med, with Galen-Med being the surviving corporation, upon the terms and conditions set forth in this Agreement (the “Merger”).

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

ARTICLE I

THE MERGER

     1.1 Merger. Subject to and in accordance with the provisions of this Agreement, the Virginia Stock Corporation Act (the “VSCA”) and the Louisiana Business Corporation Law (the “LBCL”), at the Effective Time (as defined in Section 1.2 hereof), Lake Area shall be merged with and into Galen-Med, with Galen-Med being the surviving corporation (the “Surviving Corporation”) in the Merger.

     1.2 Filing and Effectiveness. The Merger shall become effective at the time which the parties hereto have agreed upon and designated in the articles of merger to be filed with the Secretary of State of the State of Virginia and the certificate of merger to be filed with the Secretary of State of the State of Louisiana as the effective time of the Merger (the “Effective Time”).

     1.3 Effect of the Merger. At the Effective Time, the separate corporate existence of Lake Area shall cease and Galen-Med, as the Surviving Corporation, shall (a) continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Time; (b) be subject to all actions previously taken by its and Lake Area’s Boards of Directors; (c) succeed, without other transfer, to all of the assets, rights, interests, powers and property of Lake Area; and (d) succeed, without other transfer, to all of the debts, liabilities and obligations of Lake Area in the same manner as if the Surviving Corporation had itself incurred such debts,

liabilities and obligations. The Merger shall have the effect set forth in Section 13.1-722 of the VSCA and Section 12:115 of the LBCL.

ARTICLE II

CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

     2.1 Certificate of Incorporation. The Articles of Incorporation of Galen-Med as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until amended in accordance with applicable provisions of the VSCA.

     2.2 Bylaws. The Bylaws of Galen-Med as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable provisions of the VSCA.

     2.3 Directors and Officers. The directors and officers of Galen-Med immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until their respective successors shall have been duly appointed or elected.

ARTICLE III

CONVERSION OF STOCK

     At the Effective Time, each share of Lake Area Common Stock issued and outstanding immediately prior to the Merger shall, by virtue of the Merger and without any action by Lake Area, the holder of such shares or any other person, cease to be outstanding, shall be cancelled and retired without payment of any consideration therefor, and shall cease to exist.

ARTICLE IV

TERMINATION

     This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time, by mutual agreement of the parties hereto.

ARTICLE V

TAX TREATMENT

     The parties hereto agree that it is their intention that the Merger contemplated hereby qualify as a complete liquidation of the Lake Area governed by Sections 332(a) and 337(a) of the Internal Revenue Code of 1986, as amended.

ARTICLE VI

MISCELLANEOUS

     6.1 Further Assurances. If, at any time from and after the Effective Time, the Surviving Corporation shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the Surviving Corporation the title to any property or rights of Lake Area, the proper officers and directors of the Surviving Corporation are hereby authorized, in the name of Lake Area, to execute and make all such proper assignments and assurances in law, and to do all other things necessary or proper to vest such property or rights in the Surviving Corporation and otherwise carry out the purposes of this Agreement.

     6.2 Expenses. The Surviving Corporation shall assume and pay all expenses incurred in connection with the transactions contemplated by this Agreement not theretofore paid by the respective parties.

     6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia.

     6.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document.

*****

     IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties hereto by their duly authorized officers on this 19th day of April, 1999.

GALEN-MED, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President
LAKE AREA MEDICAL CENTER, INC.
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Vice President

0178968 - 4

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

April 20, 1999

The State Corporation Commission finds the accompanying articles submitted on behalf of

GALEN-MED, INC.

to comply with the requirements of law. Therefore, it is ORDERED that this

CERTIFICATE OF MERGER

be issued and admitted to record with the articles in the office of the Clerk of the Commission. Each of the following:

LAKE AREA MEDICAL CENTER, INC. (A LA CORPORATION NOT QUALIFIED IN VA)

is merged into GALEN-MED, INC., which continues to exist under the laws of VIRGINIA with the name GALEN-MED, INC.. The existence of each non-surviving entity ceases, according to the plan of merger.

The certificate is effective on April 20, 1999.

STATE CORPORATION COMMISSION
By
	Commissioner

MERGACPT
CIS20317
99-04-20-0502

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
Clerk of the Commission
P.O. Box 1197, 1220 Bank Street
Richmond, VA 23290

ARTICLES OF AMENDMENT OF

HUMEDICENTERS, INC.

ONE

     The name of the corporation is Humedicenters, Inc.

TWO

     The Articles of Incorporation of this corporation are hereby amended so that Article (a) thereof shall read as follows:

     “(a) The name of the corporation is Galen-Med, Inc.”

THREE

     The foregoing amendment was adopted November 18, 1992.

FOUR

     The amendment was adopted by consent of the sole shareholder.

     The undersigned vice-president declares that the facts herein stated are true as of November 18, 1992.

HUMEDICENTERS, INC.
By:	/s/ Kathleen Pellegrino
	Kathleen Pellegrino,
	Vice President and Associate General Counsel

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

November 30, 1992

The State Corporation Commission has found the accompanying articles submitted on behalf of

GALEN-MED, INC, (FORMERLY HUMEDICENTERS, INC.)

to comply with the requirements of law, and confirms payment of all related fees.

Therefore, it is ORDERED that this

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office of the Clerk of the Commission, effective November 30, 1992.

The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By
	Commissioner

AMENACPT
CIS20436
92-11-30-0510

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

CLINCH VALLEY COMMUNITY HOSPITAL, INC.

     CLINCH VALLEY COMMUNITY HOSPITAL, INC. is a corporation organized and existing under the Code of Virginia (hereinafter referred to as the “Corporation”), DOES HEREBY CERTIFY:

     That at a special meeting of the Board of Directors duly held on July 31, 1981, at which a quorum was present, and at a special meeting of the sole shareholder of the Corporation, Humana Inc., a Delaware corporation, duly held on July 31, 1981, at which 1,000 shares of common stock, being the number of shares outstanding and entitled to vote thereon, voted in favor of the following amendment to the Articles of Incorporation:

The Articles of Incorporation of Clinch Valley Community Hospital, Inc., be and the same is hereby amended by striking out the Article enumerated (a) thereof and substituting therefor the following:

     “(a) The name of the Corporation is Humedicenters, Inc.” The amendment effects no change in the amount of stated capital.

     IN WITNESS WHEREOF, CLINCH VALLEY COMMUNITY HOSPITAL, INC. has caused its corporate seal to be affixed hereto and this certificate to be signed by Thomas J. Flynn, its Senior Vice President and Alice F. Newton, Secretary, this 3rd day of August, 1981.

(SEAL)	CLINCH VALLEY COMMUNITY HOSPITAL, INC.
ATTEST:
/s/ [ILLEGIBLE]	By: /s/ [ILLEGIBLE]
Secretary	Senior Vice President

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

AT RICHMOND,
August 26, 1981

     The accompanying articles having been delivered to the State Corporation Commission on behalf of

Clinch Valley Community Hospital, Inc. (chg. name to Humedicenters, Inc.)

and the Commission having found that the articles comply with the requirements of law and that all required fees have been paid, it is

     ORDERED that this CERTIFICATE OF AMENDMENT

be issued, and that this order, together with the articles, be admitted to record in the office of the Commission; and that the corporation have the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By	/s/ [ILLEGIBLE]
	Commissioner

ARTICLES OF INCORPORATION

OF

CLINCH VALLEY COMMUNITY HOSPITAL, INC.

     We hereby associate to form a stock corporation under the provisions of Chapter 1 of Title 13.1 of the Code of Virginia and to that end set forth the following:

     (a) The name of the corporation is

CLINCH VALLEY COMMUNITY HOSPITAL, INC.

     (b) The purpose or purposes for which the corporation is organized are:

     To transact any or all lawful business.

     (c) The aggregate number of shares, which the corporation shall have authority to issue and the par value per share are as follows:

CLASS
AND SERIES
Common NUMBER
OF SHARES
1,000 PAR VALUE PER SHARE
OR NO PAR VALUE
$1.00

     (d) The post-office address of the initial registered office is 5511 Staples Mill Road, Richmond, Virginia 23228. The name of the city or county in which the initial registered office is located is County of Henrico. The name of its initial registered agent is Edward R. Parker, who is a resident of Virginia and a member of the Virginia State Bar, and whose business office is the same as the registered office of the corporation.

     (e) The number of directors constituting the initial board of directors is Five (5) and the names and addresses of the persons who are to serve as initial directors are:

NAME	ADDRESS
Wayne Lampman	111 Presidential Boulevard
	Bala Cynwyd, PA 19004
Milton McKay	111 Presidential Boulevard
	Bala Cynwyd, PA 19004
David Karr	111 Presidential Boulevard
	Bala Cynwyd, PA 19004
Michael Sussman	111 Presidential Boulevard
	Bala Cynwyd, PA 19004
William A. [ILLEGIBLE]	111 Presidential Boulevard
	Bala Cynwyd, PA 19004

Dated September 29, 1977.

/s/ Mark MacQueen  

Mark MacQueen 

/s/ Neil Lazar  

Neil Lazar 

/s/ George Lewis  

George Lewis 

INCORPORATORS 

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

AT RICHMOND.
October 4, 1977

     The accompanying articles having been delivered to the State Corporation Commission on behalf of

Clinch Valley Community Hospital, Inc.

and the Commission having found that the articles comply with the requirements of law and that all required fees have been paid, it is

     ORDERED that this CERTIFICATE OF INCORPORATION

be issued, and that this order, together with the articles, be admitted to record in the office of the Commission; and that the corporation have the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.

STATE CORPORATION COMMISSION
By	[ILLEGIBLE]
	Commissioner

EX-3.62

Exhibit 3.62

Adopted December 17, 2002

BY-LAWS
OF
GALEN-MED, INC.

ARTICLE I

OFFICES

     The principal office of the Corporation shall be designated from time to time by the Board of Directors. The Corporation may have offices in addition to its principal place of business as the business of the Corporation may require from time to time.

     The registered office of the Corporation may be, but need not be, identical with the principal office and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. MEETINGS. The annual meeting of shareholders shall be as designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the election shall be held at a special meeting of the shareholders to be held as soon thereafter as may be convenient. Special meetings of the shareholders may be called by the President, by a majority of the members of the Board of Directors or by the holders of not less than one-fifth of all the outstanding shares of the Corporation.

     SECTION 2. PLACE OF MEETING. The annual meeting, or any special meeting called by the Board of Directors, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all shareholders, may designate any place as the place for the holding of such meeting.

     SECTION 3. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than forty (40) days before the date of the meeting, either personally or by mail, by or at the direction of the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. Notice of a meeting, either annual or special, called for the purpose of electing directors shall be delivered not less than twenty (20) days before the date of the meeting. Any shareholder may waive notice of any meeting. The attendance of a shareholder at any meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     SECTION 4. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

     SECTION 5. QUORUM. A majority of the outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided, that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.

     SECTION 6. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy, and such proxy may be withdrawn at any time.

     SECTION 7. VOTING OF SHARES. Subject to the provisions herein, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the By-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by said shareholder, for as many persons as there are directors to be elected. All voting shall be on a non-cumulative basis, unless otherwise stated in the Articles of Incorporation or except as required by applicable state law.

     SECTION 8. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote thereon were present and voted with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may from time to time appoint such standing or special committees as it may deem for the best interest of the Corporation, but no such committee shall have any powers, except such as are expressly conferred upon it by the Board of Directors.

     SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be not less than one (1) nor more than ten (10), but may be increased or decreased by amendment of this by-law by the shareholders. Each director shall hold office for the term of which he is elected or until his successor shall have been elected and qualifies for the office, whichever period is longer. Directors need not be residents of the state of

2

incorporation nor need they be shareholders of the Corporation. Any vacancy occurring in the Board of Directors or in a directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any director may resign at any time by giving written notice of such resignation to the Board of Directors or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Directors or the President.

     SECTION 3. REMOVAL OF DIRECTORS. At any duly called special meeting of the shareholders, any director or directors may, by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

     SECTION 4. MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this By-law, immediately after, and at the same place, as the annual meeting of shareholders. Additional regular meetings of the Board of Directors may be held at any time and place designated by them. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the directors. Directors may participate in meetings by conference telephone or similar communications equipment. Whenever the laws of the state of incorporation authorize or permit directors to act other than at a meeting including but not limited to acting through unanimous written consents, then such actions shall be as effective as if taken by the directors at a meeting.

     SECTION 5. NOTICE. Notice of any special meeting shall be given previously thereto by written notice delivered by messenger, mail, facsimile or other electronic means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. If notice be given by facsimile or other electronic means, such notice shall be deemed to be delivered when the facsimile or other electronic communication is transmitted and confirmed. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 6. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

     SECTION 7. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     SECTION 8. COMPENSATION. Directors, as such, shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance may be allowed for attendance at meetings; provided that nothing herein contained shall

3

be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

     SECTION 9. DELEGATION OF DUTIES TO CLINICAL BOARDS. The Board of Directors of the Corporation (in certain cases acting as the general partner of a limited partnership (the “Partnership”)) serves as the governing body of any and all of the hospital(s) and/or surgery center(s), as the case may be (“Facility”), owned by the Corporation and/or Partnership and retains ultimate responsibility for the Facility’s compliance with all applicable federal, state, and local laws and regulations. The Board of Directors has delegated certain duties to its officers and to the Board of Trustees of the hospital(s) and/or the Board of Governors of the surgery center(s) (the Board(s) of Trustees and the Board(s) of Governors are individually and collectively hereinafter referred to as the “Clinical Board”). The rights and duties delegated to the Clinical Board, acting in its capacity as the authorized agent of the governing body, are described in the By-laws of the Clinical Board.

     The Board of Directors has delegated to the Chief Executive Officer of the Corporation, in accordance with these by-laws, the authority to appoint the Clinical Board. The Board of Directors has delegated to its officers, in accordance with these by-laws, the authority to select the CEO and/or Administrator of the facility based upon his education and experience. The officers, in turn, have appointed the CEO and/or Administrator to manage the day-to-day business affairs and administration of the Facility. The CEO and/or Administrator reports to the Board of Directors, while maintaining continuing communication with the Clinical Board and Medical Staff.

     The Board of Directors has appointed the Clinical Board to assist and advise the CEO and/or Administrator, the Board of Directors, and the Medical Staff. The primary function of the Clinical Board shall be to assure that the Facility and its Medical Staff provide quality medical care that meets the needs of the community. For this purpose, the Board of Directors has delegated to the Clinical Board the authority to receive and evaluate periodic reports from the Medical Staff and its officers, to make decisions regarding Medical Staff appointment and Clinical Privileges, to oversee performance improvement, utilization review, and similar matters regarding the provision of quality patient care at the Facility, and to establish polices regarding such matters.

     The Board of Directors, through its officers and the CEO and/or Administrator, retains authority for the Facility’s business decisions, including long-range and short-range planning and budgeting, but may request the advice of the Clinical Board on such matters. The Board of Directors expressly reserves the right to amend, modify, rescind, clarify, or terminate at any time and without notice any delegation of authority given to the Clinical Board and, if deemed necessary by the Board of Directors, to overrule decisions made by the Clinical Board.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, an Executive Vice President, one or more Senior Vice Presidents, one or more other Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and such other officers as may be elected or appointed in accordance with the provisions of this article. Additional officers and duties may be added by amendment to this article by the shareholders.

4

     SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors and at subsequent meetings of the Board of Directors held from time to time. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

     SECTION 3. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation. Subject to the direction of the Board of Directors, he shall have general charge of the business affairs and property of the Corporation and general supervision over its officers and agents. He shall preside at all meetings of shareholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign duly authorized certificates of stock of the Corporation (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time, he shall report to the Board of Directors all matters within his knowledge which the interests of the Corporation may require to be brought to their attention. He shall also perform such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors.

     SECTION 4. VICE PRESIDENTS. The Vice Presidents shall perform such duties as are given to them by these By-laws or as from time to time may be assigned to them by the Board of Directors or the President, and, in the order of their seniority, or in any other order as the Board of Directors may from time to time determine, shall, in the absence of the President, have all the powers of and be subject to all restrictions upon the President, and may sign, if so authorized, in the name of the Corporation, deeds, mortgages, bonds and other instruments.

     SECTION 5. SECRETARY. The Secretary shall: (a) record all the proceedings of the meetings of the shareholders, the Board of Directors, and any committees in a book or books to be kept for that purpose; (b) cause all notices to be duly given in accordance with the provisions of these By-laws and as required by applicable law; (c) whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairman of such committee with a copy of such resolution; (d) be custodian of the records and of the seal of the Corporation, and cause such seal to be affixed to all certificates representing stock of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized; (e) see that the lists, books, reports, statements, certificates and other documents and records required by statute are properly kept and filed; (f) have charge of the stock and transfer books of the Corporation and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto; (g) sign certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and (h) in general, perform all duties incident to the office of the Secretary and

5

such other duties as are given to him by these By-laws or as from time to time may be assigned to him by the Board of Directors or the President.

     SECTION 6. ASSISTANT SECRETARY. At the request of the Secretary or in his absence or disability, the Assistant Secretary designated by him (or in the absence of such designation, the Assistant Secretary designated by the Board of Directors or the President) shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary.

     SECTION 7. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of these By-laws; (b) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President.

     SECTION 8. ASSISTANT TREASURER. At the request of the Treasurer or in his absence or disability, the Assistant Treasurer designated by him (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors or the President) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

     SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

     SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

     SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select.

6

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates for shares shall be consecutively numbered. The name of the person owning the shares represented thereby with the number of shares and date of issue shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his authorized attorney and on surrender for cancellation of the certificate for such shares.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year, but may be changed by resolution of the Board of Directors.

ARTICLE VIII

DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

SEAL

     The Board of Directors may provide a corporate seal in such form as the Board of Directors may prescribe.

ARTICLE X

WAIVER OF NOTICE

     Whenever any notice whatsoever is required to be given under the provisions of these By-laws, or under the provisions of the Articles of Incorporation, or under the provisions of the applicable statutes, waiver thereof in writing, signed by the person, or persons, entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

7

ARTICLE XI

INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Corporation shall indemnify its officers and directors against all reasonable expense incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers or directors of the Corporation, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and directors and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Corporation or amounts paid in settlement to the Corporation. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers and directors in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers or directors. Such right of indemnification shall not be exclusive of any right to which such officer or director may be entitled as a matter of law and shall extend and apply to the estates of such deceased officers or directors.

ARTICLE XII

AMENDMENTS

     The shareholders may alter, amend or rescind the By-laws at any annual or special meeting of shareholders at which a quorum is present, by the vote of a majority of the stock represented at such meeting, provided that the notice of such meeting shall have included notice of such proposed amendment. The Board of Directors shall have the power and authority to alter, amend or rescind By-laws of the Corporation at any regular or special meeting at which a quorum is present by the vote of a majority of the entire Board of Directors, subject always to the power of the shareholders to change such action of the directors.

8

EX-3.63

Exhibit 3.63

COMMONWEALTH OF VIRGINA
STATE CORPORATION COMMISSION

November 25, 2003

The State Corporation Commission has found the accompanying articles submitted on behalf of Clinch Valley Pulmonology, LLC

to comply with the requirements of law, and confirms payment of all required fees Therefore, it is ORDERED that this

CERTIFICATE OF ORGANIZATION

be issued and admitted to record with the articles of organzation in the Office of the Clerk of the Commission November 25, 2003.

STATE CORPORATION COMMISSION
By
	Commissioner

DLLCACPT
CIS0375

EX-3.64

Exhibit 3.64

Amended and Restated
Operating Agreement
of
Clinch Valley Pulmonology, LLC

     This Amended and Restated Operating Agreement of Clinch Valley Pulmonology, LLC, effective as of July 1, 2006 (this “Agreement”) is entered into by LifePoint VA Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the original Operating Agreement; and

     NOW, THEREFORE, the Member hereby amends and restates the original Operating Agreement as follows:

     1. Name. The name of the limited liability company shall be Clinch Valley Pulmonology, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Virginia Limited Liability Company Act (“Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Virginia is 4701 Cox Road, Suite 301, Glen Allen, Virginia, 23060-6802.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Virginia is C T Corporation System, 4701 Cox Road, Suite 301, Glen Allen, Virginia, 23060-6802.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or

otherwise, possessed by members of a limited liability company under the laws of the State of Virginia. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Robert Wampler, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under the provisions of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers,

employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” pursuant to the provisions of the Act.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Virginia.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 1, 2006.

LifePoint Va Holdings, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.65

Exhibit 3.65

COMMONWEALTH OF VIRGINA
STATE CORPORATION COMMISSION

November 7, 2003

The State Corporation Commission has found the accompanying articles submitted on behalf of

Clinch Valley Urology, LLC

to comply with the requirements of law, and confirms payment of all required fees.

Therefore, it is ORDERED that this

CERTIFICATE OF ORGANIZATION

be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission November 7, 2003

STATE CORPORATION COMMISSION
 

By
Commissioner 

DLLCACPT
CIS0375
[ILLEGIBLE]

EX-3.66

Exhibit 3.66

Amended and Restated
Operating Agreement
of
Clinch Valley Urololgy, LLC

          This Amended and Restated Operating Agreement of Clinch Valley Urology, LLC, effective as of July 1, 2006 (this “Agreement”) is entered into by LifePoint VA Holdings, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the original Operating Agreement; and

          NOW, THEREFORE, the Member hereby amends and restates the original Operating Agreement as follows:

          1. Name. The name of the limited liability company shall be Clinch Valley Pulmonology, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Virginia Limited Liability Company Act (“Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Virginia is 4701 Cox Road, Suite 301, Glen Allen, Virginia, 23060-6802.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Virginia is C T Corporation System, 4701 Cox Road, Suite 301, Glen Allen, Virginia, 23060-6802.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or

otherwise, possessed by members of a limited liability company under the laws of the State of Virginia. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Robert Wampler, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under the provisions of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers,

employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” pursuant to the provisions of the Act.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Virginia.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 1, 2006.

Lifepoint VA Holdings, INC.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.67

Exhibit 3.67

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “COLORADO PLAINS PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF NOVEMBER, A.D. 2005, AT 10:40 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, “COLORADO PLAINS PHYSICIAN PRACTICES, LLC”.

4055264     8100H		/s/ Jeffrey W. Bullock
110292333 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619875 DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:41 AM 11/03/2005
FILED 10:40 AM 11/03/2005
SRV 050898705 - 4055264 FILE

Certificate of Formation
of
Colorado Plains Physician Practices, Llc

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Colorado Plains Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 2, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.68

Exhibit 3.68

Limited Liability Company Agreement
of
Colorado Plains Physician Practices, LLC

          This Limited Liability Company Agreement of Colorado Plains Physician Practices, LLC, effective as of November 3, 2005 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Colorado Plains Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the company shall be represented by certificate(s) issued by the company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of November 3, 2005.

Province Healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.69

Exhibit 3.69

CERTIFICATE OF INCORPORATION

STATE OF ALABAMA

************

COMMUNITY HOSPITAL OF ANDALUSIA, INC.

************

     FIRST: The corporate name is COMMUNITY HOSPITAL OF ANDALUSIA, INC.

     SECOND: The objects for which the corporation is formed are: 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 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.

     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.

     To provide consultation, advisory and management services to any business, whether corporation, trust, association, partnership, joint venture or proprietorship.

     To manufacture, purchase or otherwise acquire goods, merchandise and personal property of every class, and to hold, own, mortgage, sell or otherwise dispose of, deal in and with the same.

     To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

     To enter into, make, perform and carry out contracts of every kind and for any lawful purpose with any person, firm, association or corporation.

     Without limit as to amount to borrow money, issue notes, bonds or other negotiable paper or mortgage, pledge or otherwise transfer or convey the real and personal property to secure the payment of money borrowed or any debts contracted in the manner provided by statute.

     To subscribe for, acquire, hold, and dispose of the stock, bonds or other evidence of Indebtedness of any other corporation of this or any other state or foreign countries and while owner thereof to exercise the right, privileges and powers of ownership, including the right to vote.

     To carry on business in any of the states, territories, colonies or dependencies of the United States, in the District of Columbia, and in any and all foreign countries, to have one or more offices therein and therein to acquire, hold, transfer, mortgage and convey real and personal property, without limit as to amount but always subject to local laws.

     To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.

     To do any or all of the things herein set forth to the same extent as natural persons might or could do and in any part of the world.

     In general, to carry on any other business in connection with the foregoing, whether manufacturing or otherwise, and to have and to exercise all the powers conferred by the laws of Alabama upon corporations.

     The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in no wise limited or restricted by reference to, or inference from the terms of any other clause in this certificate of incorporation, but the objects and purposes specified in each of the foregoing clauses of this article shall be regarded as independent objects and purposes.

     THIRD: The location of its principal office in Alabama is in the City of Andalusia, County of Covington.

     FOURTH: The total number of shares which this corporation is authorized to issue is: five thousand (5,000) and the par value of each of such shares is One Dollars ($1.00).

     The amount of capital stock with which this corporation will commence business is One Thousand Dollars ($1,000.00).

     FIFTH: The name and post office address of the agent designated by the incorporators to receive subscriptions to the said capital stock is:

NAME	ADDRESS
Bettye Daugherty	One Park Plaza, Nashville, TN 37203

     SIXTH: The names and post office addresses of the incorporators and the number of shares subscribed for by each are as follows;

NAMES	ADDRESSES	SHARES
Calvin R. Pastors	One Park Plaza Nashville, TN 37203		300
Elliott W. Jones	One Park Plaza Nashville, TN 37203		300
Charles L. Kown	One Park Plaza Nashville, TN 37203		400

     SEVENTH: The names and post office addresses of the directors and officers chosen for the first year are as follows:

NAMES	ADDRESSES
Donald S. MacNaughton	One Park Plaza Nashville, TN 37203	Director
R. Clayton MeWhorter	One Park Plaza Nashville, TN 37203	Director
Thomas F. Frist	One Park Plaza Nashville, TN 37203	Director
Thomas F. Prist, Jr.	One Park Plaza Nashville, TN 37203	President
Charles L. Kown	One Park Plaza Nashville, TN 37203	Secretary
John W. Wade, Jr.	One Park Plaza Nashville, TN 37203	Asst. Secretary
Sam A. Brooks, Jr.	One Park Plaza Nashville, TN 37203	Treasurer

     EIGHTH: The duration of the corporation shall be perpetual.

     NINTH: In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

     To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created.

     To authorize and cause to be executed mortgages upon the real and personal property of the corporation.

     To hold its meetings, to have one or more offices, and to keep the books of the corporation (subject to the provisions of the statutes) without the State of Alabama, at such places as may be from time to time designated by them.

     To act without a meeting on any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof if prior to such

action a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board of committee.

     TENTH: The corporation may use and apply its surplus earnings or accumulated profits to the purchase or acquisition of Its own capital stock from time to time, to such extent and in such manner, and upon such terms as its board of directors shall determine; and neither the property nor the capital stock so purchased and acquired shall be regarded as profits for the purpose of declaration or payment of dividends, unless otherwise determined by a majority of the board of directors.

     ELEVENTH: The corporation reserves the right to amend, alter or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

     TWELFTH: The corporation shall not carry on or exercise any of the business, purposes or powers hereinabove authorized except in full compliance with and under such licenses or other authority as may be required by the laws of the State of Alabama and in no event in violation of said laws.

     IN WITNESS WHEREOF, we have hereunto set our hands this 4th day of March, A.D., 1980.

/s/ CALVIN R. PASTORS  

CALVIN R. PASTORS 

/s/ ELLIOTT W. JONES  

ELLIOTT W. JONES 

/s/ CHARLES L. ROWN  

CHARLES L. ROWN 

Signed and delivered in the presence of:

/s/ BETTYE D. DAUGHERTY  

BETTYE D. DAUGHERTY 

COMMUNITY HOSPITAL OF ANDALUSIA, INC.

     I, the undersigned, being the agent authorized by the incorporators to receive subscriptions to the capital stock hereby make the following statement:

1.	The amount of capital stock paid in cash is $1,000.00.
2.	Copy of the subscription list is as follows:

SUBSCRIPTION LIST

* * * * * * * * * * * *

     WHEREAS, it is proposed to organize a corporation under the laws of the State of Alabama to be known as COMMUNITY HOSPITAL OF ANDALUSIA, INC., and

     WHEREAS, the authorized capital stock of said corporation is to be Five Thousand Dollars ($5,000.00) divided into five thousand (5,000) shares of the par value of One Dollar ($1.00) each.

     NOW, THEREFORE, the signers hereto, in consideration of the mutual covenants herein contained and for other good and valuable considerations, do severally agree, each with the other, that they will take and pay for and they do hereby severally subscribe to the number of shares of the capital stock of said corporation set opposite their respective names for the considerations, respectively, as herein set forth.

     The undersigned hereby agree to pay One Dollar ($1.00) for each share of stock set opposite their respective names, for which the corporation is to issue to them the amount of stock so subscribed, respectively, such stock to be full paid and not liable to any further call.

NAMES	RESIDENCES	SHRS. SUBSCRIBED
Calvin R. Pastors	One Park Plaza	300
	Nashville, TN 37203
Elliott W. Jones	One Park Plaza	300
	Nashville, TN 37203
Charles L. Kown	One Park Plaza	400
	Nashville, TN 37203
Dated: March 4, 1980

3. The said Calvin R. Pastors, Elliott W. Jones, and Charles L. Kown subscribers named in the foregoing subscription list have paid in cash the full value of the shares subscribed by them respectively.

/s/ BETTYE D. DAUGHERTY  

BETTYE D. DAUGHERTY 

STATE OF TENNESSEE    )
                                                )
COUNTY OF DAVIDSON   )

     Personally appeared before me, the undersigned, a Notary Public in and for the state and county aforesaid, the above named BETTYE D. DAUGHERTY who made oath that she is the person authorized by the incorporators to receive

subscriptions to the capital stock and that the facts contained in the foregoing statement are true.

     GIVEN under my hand this 4th day of March, 1980.

/s/ [ILLEGIBLE]  

Notary Public 

My Commission Expires: 10-17-82

This Instrument was prepared by:

Donald W. Fish
Senior Vice President, General Counsel and Secretary
Hospital Corporation of America
One Park Plaza
Nashville, TN 37203

*** Certified Copy Page ***

I, Benjamin M. Bowden, Probate Judge, do hereby certify that the foregoing is a FULL, TRUE, and CORRECT copy of the instrument(s) herein set out as same appears of record in: [ILLEGIBLE] Book 32 At Page 224 in said official county records.

Witness my hand and seal this 14^th Day of March, 2011.

/s/ Benjamin M. Bowden

Probate Judge
Covington County, Alabama

*** Certified Copy Page ***

I, Benjamin M. Bowden, Probate Judge, do hereby certify that the foregoing is a FULL, TRUE, and CORRECT copy of the instrument(s) herein set out as same appears of record in: [ILLEGIBLE] Book 58 At Page 702 in said official county records.

Witness my hand and seal this 14th Day of March, 2011.

/s/ Benjamin M. Bowden

Probate Judge
Covington County, Alabama

*** Certified Copy Page ***

I, Benjamin M. Bowden, Probate Judge, do hereby certify that the foregoing is a FULL, TRUE, and CORRECT copy of the instrument(s) herein set out as same appears of record in: [ILLEGIBLE] Book 58 At Page 701 in said official county records.

Witness my hand and seal this 14th Day of March 2011.

/s/ Benjamin M. Bowden

Probate Judge
Covington County, Alabama

          Secretary of State
          State of Alabama

I hereby certify that this is a
true and complete copy of the
document filed this office
on May 9, 2001
March 15, 2011

/s/ [ILLEGIBLE]                                    
Secretary of State

COMMUNITY HOSPITAL OF
ANDALUSIA INC ALABAMA

STATEMENT OF CHANGE OF REGISTERED OFFICE

TO THE SECRETARY OF STATE
OF THE STATE OF ALABAMA:

     Pursuant to the provisions of Sec. 10-2A-30(d), of the Code of Alabama, The Corporation Company, as the registered agent for the Alabama domestic corporations listed on Attachment A to this certificate, files this statement of the change of its business address from One Court Square, Montgomery, Alabama 36103, to 60 Commerce Street, Montgomery, Alabama 36103. The business office of the undersigned registered agent and the address of the registered agent, as changed, will be identical.

     A copy of this statement has been mailed to each of the corporations named in Attachment A hereto.

THE CORPORATION COMPANY
BY	/s/ James D.Grigsby
	James D.Grigsby
	Vice-Preside

STATE OF NEW YORK
COUNTY OF NEW YORK

I, Regina M. Dunn Notary Public, do hereby certify that on this 2nd day of August, 1983, personally appeared before me James D. Grigsby, as Vice-President of The Corporation Company, who, being by me first duly sworn, declared that he is a Vice-President of The Corporation Company, that he signed the -foregoing -document as the Vice-President of the corporation with full authority, and that the statements contained therein are true.

[ILLEGIBLE]  

Notary Public 

(SEAL)  REGINA M. DUNN
Notary Public, State of New York
No. 31-47265520
Qualified in New York County
Commission Expires March 30, 1984

Secretary of State
State of Alabama

I hereby certify that this is a
true and complete copy of the
document filed in this office
on [ILLEGIBLE] 8, 1983
[ILLEGIBLE], 2011

/s/ [ILLEGIBLE] Secretary of State

RECEIVED
MAR 12, 1980

SECRETARY
OF STATE

CERTIFICATE OF APPOINTMENT OF AGENT
OF
COMMUNITY HOSPITAL OF ANDALUSIA, INC.

     THIS IS TO CERTIFY that at a meeting of the directors of COMMUNITY HOSPITAL OF ANDALUSIA, INC., duly convened and held on March 10, 1980, the following resolutions were adopted:

     RESOLVED, That The Corporation Company be and it is hereby appointed as agent of this corporation, in charge of the principal office located at One Court Square, Montgomery, Alabama 36103, and upon whom process against the corporation may be served in accordance with the laws of Alabama.

     FURTHER RESOLVED, That the said agent be and is hereby appointed custodian of the book showing who are the holders of the stock of this corporation and all transfers and hypothecations, and custodian of copies of the proceedings of all stockholders’ and directors’ meetings.

     Signed in behalf of the corporation by authority of the Board of Directors, this 10th day of March, 1980.

/s/ John W. Wade

John W. Wade, Jr.,
Assistant Secretary
 

This Instrument Was Prepared By:

John W. Wade, Jr.
One Park Plaza
Nashville, TN 37203

Secretary of State
State of Alabama

I hereby certify that this is a
true and complete copy of the
document in this office
on March 12, 1980
March 15, 2011
Beth Chapman [ILLEGIBLE]
Secretary of State

#060-988
Posted by:	Checked by:

September 19, 1995

FILE COPY

Capell Howard Knabe & Cobbs PA
ATTN Ethleen Bazzell
57 Adams Avenue
Montgomery AL 36104

     Re: Community Hospital of Andalusia, Inc., an Alabama corporation

Dear Mrs. Bazzell:

     This will acknowledge receipt of Statement of Change of Registered Office and/or Registered Agent for the above named corporation and your check in the amount of $5.00.

     Please be advised that said Instrument is being duly filed in this office as of this date.

Sincerely,



Jim Bennett
Secretary of state
 

Secretary of State
State of Alabama

I hereby certify that this is a
true and complete copy of the
document filed in this office
on September 19, 1995
[ILLEGIBLE]
[ILLEGIBLE]
Secretary of State

Posted by:	Checked by:
AP	AP

FILED IN OFFICE

MAR 8 2010

SECRETARY OF STATE

State of Alabama

Statement of Change of Registered Agent or
Registered Office or Both

CHECK ONE:	Foreign Corporation
	þ Domestic Profit Corporation

Pursuant to the provisions of the Alabama Business Corporation Act, the undersigned corporation submits the following statement for the purpose of changing its registered agent, its registered office, or both in the State of Alabama.

State of Incorporation: Covington county

1. The name of the corporation:
Community Hospital of Andalusia, Inc.

2. The name of the present registered agent:
THE CORPORATION COMPANY

3. The street address of the present registered office:
2000 INTERSTATE PARK DR            STE 204 MONTGOMERY, AL 36109

4. The name of its successor registered agent:
C T CORPORATION SYSTEM

5. The street address (NO PO BOX) to which the registered office is to be changed (street address of registered agent and registered office must be identical):

2 NORTH JACKSON ST., SUITE 605 MONTGOMERY, AL 36104

6. If you are changing the street address of the registered agent, you are required to notify the corporation in writing of the change in the registered agent’s address.

7. Date: March 8, 2010

$5 Filing Fee

MAR 8 2010

SECRETARY OF STATE

I, as authorized by C T CORPORATION SYSTEM

certify that the above named entity was notified of this change of address in writing.

Kenneth Uva

Signature of Registered Agent
 

Mail original application with the filing fee of $5.00 to:
Secretary of state, corporations division, PO Box 5616, Montgomery, Alabama 36103-5616

Secretary of State
State of Alabama

I hereby certify that this is a
true and complete copy of the
document filed in this office
on March 8, 2010
[ILLEGIBLE]
[ILLEGIBLE]
Secretary of State

Secretary of State
State of Alabama

I hereby certify that this is a
true and complete copy of the
document filed in this office
on January 22, 2002
March 15, 2011
[ILLEGIBLE]
Secretary of State

EX-3.70

Exhibit 3.70

Adopted August 25, 1998

BY-LAWS
OF
COMMUNITY HOSPITAL OF ANDALUSIA, INC.

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Alabama shall be located in the City of Montgomery. The Corporation may have such other offices, either within or without the State of Alabama 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 in the State of Alabama and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of June or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Alabama, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Alabama, 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 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote 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.

     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 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,

2

whichever period is longer. Directors need not be residents of Alabama nor need they be the holder of any shares of the capital stock of the Corporation.

     SECTION 2.1. COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the directors 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 of Alabama 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 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours previously thereto by written notice delivered personally or mailed to each director 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 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 5. 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 6. 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 7. VACANCIES. 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.

     SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no

3

time is specified, upon receipt thereof by the Board of Directors 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 DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; 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 11. DELEGATION OF DUTIES TO HOSPITAL BOARD OF TRUSTEES. The Board of Directors serves as the governing body of Columbia Andalusia Regional Hospital (the “Hospital”) and retains ultimate responsibility for the Hospital’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. The rights and duties delegated to the Board of Trustees, acting in its capacity as the authorized agent of the governing body, are described in the Bylaws of the Board of Trustees.

     The Board of Directors has delegated to its officers, in accordance with these bylaws. the authority to select the CEO of the Hospital based upon his education and experience. The officers, in turn, have appointed the CEO to manage the day-to-day business affairs and administration of the Hospital. The CEO reports to the Board of Directors, while maintaining continuing communication with the Board of Trustees and Medical Staff.

     The Board of Directors has appointed the Board of Trustees to assist and advise the CEO, the Board of Directors, and the Medical Staff. The primary function of the Board of Trustees shall be to assure that the Hospital 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 Board of Trustees 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 Hospital, and to establish polices regarding such matters.

     The Board of Directors, through its officers and the CEO, retains authority for the Hospital’s business decisions, including long-range and short-range planning and budgeting, but may request the advice of the Board of Trustees 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 Board of Trustees and, if deemed necessary by the Board of Directors, to overrule decisions made by the Board of Trustees.

4

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the

5

Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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 (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

6

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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.

7

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. 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 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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 shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and other appropriate wording.

8

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 Corporation Laws of the State of Alabama, 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 decreased 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-3.71

Exhibit 3.71

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “COMMUNITY MEDICAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FOURTH DAY OF MAY, A. D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF MAY, A. D. 1999, AT 3:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A. D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “COMMUNITY MEDICAL, LLC”.

3038936     8100H		/s/ Jeffrey W. Bullock
110292344 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619882 DATE: 03-14-11

CERTIFICATE OF FORMATION

OF

COMMUNITY MEDICAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Community Medical, 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 May 4, 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 05/04/1999

991178005 — 3038936

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 05/07/1999

991183663 — 3038936

CERTIFICATE OF MERGER

OF

COMMUNITY HOSPITAL, INC.

INTO

COMMUNITY MEDICAL, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Community Medical, LLC (the “LLC”)	Delaware
Community Hospital, Inc. (the “Company”)	Kentucky

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities in accordance with the requirements of Section 18-209 of the Delaware Limited Liability Company Act and Section 271B.11-060 of the Kentucky Business Corporation Act.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Community Medical, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on May 7, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 6th of May, 1999.

COMMUNITY MEDICAL, LLC
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Manager

COMMUNITY HOSPITAL, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040915 — 3038936

CERTIFICATE OF AMENDMENT

OF

Community Medical, LLC

     1. The name of the limited liability company is Community Medical, 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 Community Medical, LLC this 15 day of January, 2002.

Community Medical, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III
Title  Manager 

EX-3.72

Exhibit 3.72

LIMITED LIABILITY COMPANY AGREEMENT
OF
COMMUNITY MEDICAL, LLC

          This Limited Liability Company Agreement of Community Medical, LLC, effective as of May 4, 1999 (this “Agreement”), is entered into by Community Hospital, Inc. as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Community Medical, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

2

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 6^th day of May, 1999.

COMMUNITY HOSPITAL, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

     Effective as of April __, 1999 (the “Merger Date”), Community Hospital, Inc. (“Community Hospital”) merged with and into Community Medical, LLC, a limited liabiliy company of which Community Hospital was the sole member (“Community Medical”), whereupon Healthtrust, Inc. — The Hospital Company, the sole shareholder of Community Hospital (“Healthtrust”), became the sole member of Community Medical. Attached hereto is a copy of the Limited Liability Company Agreement of Community Medical (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Community Hospital as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 7^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Community Medical, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Community Medical, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Community Medical, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2 LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.73

Exhibit 3.73

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “COMMUNITY-BASED SERVICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE ELEVENTH DAY OF SEPTEMBER, A.D. 2008, AT 3:42 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “COMMUNITY-BASED SERVICES, LLC” .

4598805     8100H		/s/ Jeffrey W. Bullock
110292348 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619884 DATE: 03-14-11

State of Delaware
Secretary of State
Division or Corporations
Delivered 04:07 PM 09/11/2008
FILED 03:42 PM 09/11/2008
SRV 080946656 — 4598805 FILE

Certificate of Formation
of
Community-Based Services, LLC

          The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

          FIRST: The name of the limited liability company is Community-Based Services, LLC (the “Company”).

          SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 11, 2008.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.74

Exhibit 3.74

Limited Liability Company Agreement
of
Community-Based Services, LLC

          This Limited Liability Company Agreement of Community-Based Services, LLC effective as of September 11, 2008 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto:

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a Limited Liability company pursuant to and in accordance with the Delaware limited liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Community-Based Services, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford, President
David M. Dill, Chief Financial Officer
Paul D. Gilbert, Executive Vice President
William E. Hoffman, Jr., Senior Vice President
R. Scott Raplee, Senior Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member,

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited liability Company Agreement as of September 11, 2008.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.75

Exhibit 3.75

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CROCKETT HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF MAY, A.D. 1999, AT 3:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “CROCKETT HOSPITAL, LLC”.

2964224     8100H		/s/ Jeffrey W. Bullock
110294312 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8621077 DATE: 03-14-11

CERTIFICATE OF FORMATION
OF
CROCKETT HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Crockett Hospital, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1988.

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 11/09/1998
981429983 — 2964224

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:15 PM 04/22/1999
991159186 — 2964224

CERTIFICATE OF MERGER

OF

CROCKETT GENERAL HOSPITAL, INC.

INTO

CROCKETT HOSPITAL, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

     The undersigned limited liability company and corporation DO HEREBY CERTIFY:

     FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Crockett Hospital, LLC (the “LLC”)	Delaware
Crockett General Hospital, Inc. (the “Company”)	Tennessee

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

     THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Crockett Hospital, LLC.

     FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21^st day of April, 1999.

CROCKETT HOSPITAL, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Manager
CROCKETT GENERAL HOSPITAL, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:30 PM 05/07/1999
991183226 — 2964224

CERTIFICATE OF MERGER

OF

GHI CROCKETT, LLC

INTO

CROCKETT HOSPITAL, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

     The undersigned limited liability company DOES HEREBY CERTIFY:

     FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Crockett Hospital, LLC (“LLC 1”)	Delaware
GHI Crockett, LLC (“LLC 2”)	Delaware

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities in the merger.

     THIRD: LLC 2 shall be merged with and into LLC 1, with LLC 1 being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Crockett Hospital, LLC.

     FOURTH: The Certificate of Formation of LLC 1 at the effective date of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any member of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on May 7, 1999.

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 6^th day of May, 1999.

CROCKETT HOSPITAL, LLC
By:	/s/ Ronald Lee Grubbs, Jr.
	Ronald Lee Grubbs, Jr.
	Vice President

2

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040962 — 2964224

CERTIFICATE OF AMENDMENT

OF

Crockett Hospital, LLC

     1. The name of the limited liability company is Crockett Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Crockett Hospital, LLC this 15 of January, 2002.

Crockett Hospital, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III 

Title  Manager

EX-3.76

Exhibit 3.76

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CROCKETT HOSPITAL, LLC

     This Amended and Restated Limited Liability Company Agreement of Crockett Hospital, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Crockett Hospital, LLC, effective as of November 9, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Crockett Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et. seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Crockett Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Crockett Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Crockett Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

Certificate Of Interest

in

CROCKETT HOSPITAL, LLC

Name	Ownership
LifePoint Holdings 2, LLC	100%

Date: ___________,2005

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.77

Exhibit 3.77

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CROCKETT PHO, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF JUNE, A.D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “CROCKETT PHO, LLC”.

		/s/ Jeffrey W. Bullock,
		Jeffrey W. Bullock, Secretary of State
		AUTHENTICATION: 8619892
3250369      8100H		DATE: 03-14-11
110292353
You may verify this certificate online
at corp. delaware. gov/authver. shtml

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/23/2000
001323128 - 3250369

Certificate Of Formation
OF
Crockett PHO, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Crockett PHO, LLC (the “Company”).

     SECOND. The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 23, 2000.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10: 00 AM 01/22/2002
020040967 - 3250369

CERTIFICATE OF AMENDMENT
OF
Crockett PHO, LLC

     1. The name of the limited liability company is Crockett PHO, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Crockett PHO, LLC this 15 day of January 2002.

Crockett PHO, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager
 

EX-3.78

Exhibit 3.78

Limited Liability Company Agreement
of
Crockett PHO, LLC

     This Limited Liability Company Agreement of Crockett PHO, LLC, effective as of June 23, 2000 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Crockett PHO, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	Chairman, Chief Executive Officer and President
Kenneth C. Donahey	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Roberto Pantoja	Vice President and Controller

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 23, 2000.

LifePoint Holdings 2, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.79

Exhibit 3.79

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “DLP PARTNER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF MAY, A. D. 2008, AT 4:56 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “BULLITT COUNTY HOSPITAL, LLC” TO “OHIO HOSPITAL, LLC”, FILED THE THIRTIETH DAY OF MARCH, A.D. 2010, AT 5:46 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “OHIO HOSPITAL, LLC” TO “DLP PARTNER, LLC”, FILED THE TWENTY-SIXTH DAY OF JANUARY, A.D. 2011, AT 5:04 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “DLP PARTNER, LLC”.

4553493     8100H		/s/ Jeffrey W. Bullock
110292372 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619899 DATE: 03-14-11

State of Delaware

Secretary of State

Division of, Corporations

Delivered 06:14 PM 05/28/2008

FILED 04:56 PM 05/28/2008

SRV 080618750 - 4553493 FILE

Certificate of Formation
of
Bullitt County Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Bullitt County Hospital, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 28, 2008.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:01 PM 03/30/2010

FILED 05:46 PM 03/30/2010

SRV 100334763 — 4553493 FILE

Certificate of Amendment
to
Certificate of Formation
of
Bullitt County Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of amending the Certificate of Formation for a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

          1. The name of the limited liability company (hereinafter called the “limited liability company”) is Bullitt County Hospital, LLC.

          2. The certificate of formation of the limited liability company is hereby amended by deleting the First Article thereof and by substituting in lieu of said Article the following new Article:

     FIRST: The name of the limited liability company is Ohio Hospital, LLC (the “Company”).

Executed on March 30, 2010.

/s/ Mary Kim E. Shipp  

Mary Kim E. Shipp, 

Authorized Person 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:28 PM 01/27/2011

FILED 05:04 PM 01/26/2011

SRV 110084502 - 4553493 FILE

Certificate of Amendment
to
Certificate of Formation
of
Ohio Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of amending the Certificate of Formation for a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     1. The name of the limited liability company (hereinafter called the “limited liability company”) is Ohio Hospital, LLC.

     2. The certificate of formation of the limited liability company is hereby amended by deleting the First Article thereof and by substituting in lieu of said Article the following new Article:

     FIRST: The name of the limited liability company is DLP Partner, LLC (the “Company”).

Executed on November 2, 2010.

/s/ Mary Kim Shipp

Mary Kim Shipp
Authorized Person

STATE OF DELAWARE

WAIVER OF REQUIREMENT
FOR AFFIDAVIT OF EXTRAORDINARY CONDITION

It appears to the Secretary of State that an earlier effort to deliver this instrument and tender such taxes and fees was made in good faith on the file date stamped hereto. The Secretary of State has determined that an extraordinary condition (as reflected in the records of the Secretary of State) existed at such date and time and that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition. and that such actual delivery and tender were made within a reasonable period (not to exceed two business days) after the cessation of such extraordinary condition and establishes such date and time as the filing date of such instrument.

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock
Secretary of State 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:28 PM 01/27/2011

FILED 05:04 PM 01/26/2011

SRV 110084502 — 4553493 FILE

STATE OF DELAWARE

WAIVER OF REQUIREMENT
FOR AFFIDAVIT OF EXTRAORDINARY CONDITION

It appears to the Secretary of State that an earlier effort to deliver this instrument and tender such taxes and fees was made in good faith on the file date stamped hereto. The Secretary of State has determined that an extraordinary condition (as reflected in the records of the Secretary of State) existed at such date and time and that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were made within a reasonable period (not to exceed two business days) after the cessation of such extraordinary condition and establishes such date and time as the filing date of such instrument.

/s/ Jeffrey W. Bullock  

Jeffrey W. Bullock
Secretary of State 

EX-3.80

Exhibit 3.80

Limited Liability Company Agreement
of
Bullitt County Hospital, LLC

          This Limited Liability Company Agreement of Bullitt County Hospital, LLC, effective as of May 28, 2008 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Bullitt County Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

William M. Gracey, President
David M. Dill, Chief Financial Officer
Paul D. Gilbert, Executive Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

2

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 28, 2008.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.81

Exhibit 3.81

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “DANVILLE DIAGNOSTIC IMAGING CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF JUNE, A.D. 2005, AT 12:54 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, “DANVILLE DIAGNOSTIC IMAGING CENTER, LLC”.

3985585     8100H		/s/ Jeffrey W. Bullock
110292378 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619907 DATE: 03-14-11

Sate of Delaware
Secretary of State
Division of Corporations
Delivered 01:30 PM 06/15/2005
FILED 12:54 PM 06/15/2005
SRV 050499375 — 3985585 FILE

Certificate of Formation
of
Danville Diagnostic Imaging Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Danville Diagnostic Imaging Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 14, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.82

Exhibit 3.82

Limited Liability Company Agreement
OF
Danville Diagnostic Imaging Center, LLC

          This Limited Liability Company Agreement of Danville Diagnostic Imaging Center, LLC, effective as of June 15, 2005 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Danville Diagnostic Imaging Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas P. Pemberton II, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Robert Wampler, Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11.Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein

or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 15, 2005.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.83

Exhibit 3.83

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “DAN VILLE PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF JUNE, A.D. 2005, AT 12:55 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “DAN VILLE PHYSICIAN PRACTICES, LLC”.

3985589     8100H		/s/ Jeffrey W. Bullock
110292387 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619912 DATE: 03-14-11

State of Delaware           
Secretary of State              
Division of Corporations      
Delivered 01:29 PM 06/15/2005
FILED 12:55 PM 06/15/2005 
SRV 050499381 — 3985589 FILE

Certificate of Formation
of
Danville Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Danville Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 14, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.84

Exhibit 3.84

Limited Liability Company Agreement
of
Danville Physician Practices, LLC

     This Limited Liability Company Agreement of Danville Physician Practices, LLC, effective as of June 15, 2005 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Danville Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas P. Pemberton II, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Robert Wampler, Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11, Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein

or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15, Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 15, 2005.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.85

Exhibit 3.85

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “DANVILLE REGIONAL MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED: CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF DECEMBER, A.D. 2004, AT 7:38 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, “DANVILLE REGIONAL MEDICAL CENTER, LLC”.

3898340     8100H		/s/ Jeffrey W. Bullock
110292406 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619922 DATE: 03-14-11

Certificate of Formation
of
Danville Regional Medical Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Danville Regional Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 16, 2004.

By:	/s/ Mary Kim E Shipp
	Mary Kim E Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:56 PM 12/16/2004

FILED 07:38 PM 12/16/2004

SRV 040915049 — 3898340 FILE

EX-3.86

Exhibit 3.86

Limited Liability Company Agreement
of
Danville Regional Medical Center, LLC

     This Limited Liability Company Agreement of Danville Regional Medical Center, LLC, effective as of December 16, 2004 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Danville Regional Medical Center, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas M. Weiss, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Mark B. Medley, Vice President
Gary D. Willis, Vice President
Kelvin M. Ault, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of December 16, 2004.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.87

Exhibit 3.87

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF JUNE, A.D. 2005, AT 1:49 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, “DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC”.

3986419     8100H		/s/ Jeffrey W. Bullock
110292395 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619717 DATE: 03-14-11

State of Delaware          
Secretary of State          
Division of Corporations     
Delivered 01:49 PM 06/16/2005
FILED 01:49 PM 06/16/2005     
SRV 050503594 — 3986419 FILE

CERTIFICATE OF FORMATION
OF
DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Danville Regional Medical Center School of Health Professions, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 15, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.88

Exhibit 3.88

Limited Liability Company Agreement
of
Danville Regional Medical Center School of Health Professions, LLC

          This Limited Liability Company Agreement of Danville Regional Medical Center School of Health Professions, LLC, effective as of June 16, 2005 (this “Agreement”) is entered into by Danville Regional Medical Center, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Danville Regional Medical Center School of Health Professions, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas P. Pemberton II, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Robert Wampler, Vice President
Gary O. Willis, Vice President
William E. Hoffman, Jr., Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 16, 2005.

Danville Regional Medical Center, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.89

Exhibit 3.89

CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
COLUMBLA/HCA OF DODGE CITY, INC.

John M. Franck II, Vice President of Columbia/HCA Of Dodge City, Inc., a corporation organized and existing under and by virtue of the General Corporation Code of the State of Kansas (the “Corporation”), and Dora A. Blackwood, Assistant Secretary of the Corporation, DO HEREBY CERTIFY.

          FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted a resolution setting forth a proposed amendment to the Articles of Incorporation of said corporation, declaring said amendment to be advisable and recommending its consideration and adoption by unanimous written consent of the sole stockholder of said corporation. The proposed amendment, set forth in full, is as follows:

          Article One of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

          Article One: Name of Corporation

          Dodge City Healthcare Partner, Inc.

          SECOND: That thereafter said amendment was consented to and authorized by the sole holder of all of the issued and outstanding capital stock of said corporation, by means of a unanimous written consent given in accordance with the applicable provisions of the General Corporation Code of the State of Kansas.

          THIRD: That said amendment was duly adopted in accordance with the applicable provisions of the provisions of K.S.A. 17-6602, as amended.

99 MAY 10 AM 11 10

FILED
SECRETARY OF STATE
KANSAS

          IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed this 7th day of May, 1999.

Columbia/HCA Of Dodge City, Inc.,
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Vice President

Attest:
By:	/s/ Dora A. Blackwood
	Name:	Dora A. Blackwood
	Title:	Assistant Secretary

STATE OF TENNSSEE	)
	)
COUNTY OF DAVIDSON	)

SWORN TO AND SUBSCRIBED before me by John M. Franck II, Vice President of Columbia/HCA Of Dodge City, Inc. and Dora A. Blackwood, Assistant Secretary of the Corporation on this 7th day of May, 1999.

[ILLEGIBLE]  

Notary Public 

My commission expires 5-18-2002 

2

CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
COLUMBIA/HCA OF DODGE CITY, INC.

John M. Franck, Vice President of Columbia/HCA Of Dodge City, Inc. a corporation organized and existing under and by virtue of the General Corporation Code of the State of Kansas (the “Corporation”), and Dora A. Blackwood, Assistant Secretary of the Corporation, DO HEREBY CERTIFY:

          FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members. duly adopted are solution setting forth a proposed amendment to the Articles of Incorporation of said corporation, declaring said amendment to be advisable and recommending its consideration and adoption by unanimous written consent of the sole stockholder of said corporation The proposed amendment, set forth in full, is as follows:

          Article One of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

          Article One: Name of Corporation

          Dodge City Hea1thcare Partner, Inc.

          SECOND: That thereafter said amendment was consented to and authorized by the sale holder of all of the issued and outstanding capital stock of said corporation by means of a unanimous written consent given in accordance with the applicable provisions of the General Corporation Code of the State of Kansas.

          THIRD: That said amendment was duly adopted in accordance with the applicable provisions of the provisions of K.S.A. 17-6602, as amended.

EX-3.90

Exhibit 3.90

Adopted August 25, 1998

BY-LAWS
OF
COLUMBIA/HCA OF DODGE CITY

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Kansas shall be located in the City of Topeka. The Corporation may have such other offices, either within or without the State of Kansas 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 in the State of Kansas and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of June or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Kansas, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Kansas, 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 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In alt elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a Consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote 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.

     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 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 Kansas nor need they be the holder of any shares of the capital stock of the Corporation.

2

     SECTION 2.1. COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the directors 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 of Kansas 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 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours previously thereto by written notice delivered personally or mailed to each director 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 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 5. 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 6. 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 7. VACANCIES. 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.

     SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, 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 Directors or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3

     SECTION 9. REMOVAL OF DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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

4

     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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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;

5

     (g) Sign (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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 depositories 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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.

6

     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 depositories as the Board of Directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1. CERTIFICATES FOR SHARES. 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 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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 shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and other appropriate wording.

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 Corporation Laws of the State of Kansas, 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 decreased 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-3.91

Exhibit 3.91

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GEORGETOWN COMMUNITY HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF OCTOBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “GEORGETOWN COMMUNITY HOSPITAL, LLC”.

2956753     8100H		/s/ Jeffrey W. Bullock
110292253 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619835 DATE: 03-14-11

CERTIFICATE OF FORMATION
OF
GEORGETOWN COMMUNITY HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Georgetown Community Hospital, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of October 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/19/1998
981402221 — 2956753

 STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041050 — 2956753

CERTIFICATE OF AMENDMENT

OF

Georgetown Community Hospital, LLC

     1. The name of the limited liability company is Georgetown Community Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Georgetown Community Hospital, LLC this 15 day of January, 2002.

Georgetown Community Hospital, LLC

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager
 

EX-3.92

Exhibit 3.92

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
GEORGETOWN COMMUNITY HOSPITAL, LLC

     This Amended and Restate Limited Liability Company Agreement of Georgetown Community Hospital, LLC, is entered into by Hospital Corporation of Kentucky, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Georgetown Community Hospital, LLC, effective as of October 19, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the Limited liability company shall be Georgetown Community Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware.

The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors,

2

managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HOSPITAL CORPORATION OF KENTUCKY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Effective Date”), Hospital Corporation of Kentucky (“Hospital Corporation”) assigned, transferred and conveyed its 100% limited liability company interest in Georgetown Community Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Hospital Corporation as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7 day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.93

Exhibit 3.93

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GEORGETOWN REHABILITATION, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “PIONEER VALLEY HOSPITAL, LLC” TO “GEORGETOWN REHABILITATION, LLC”, FILED THE FIRST DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “GEORGETOWN REHABILITATION, LLC”.

2947803     8100H		/s/ Jeffrey W. Bullock
110292257 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619837 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/23/1998

981370489 — 2947803

CERTIFICATE OF FORMATION
OF
PIONEER VALLEY HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Pioneer Valley Hospital, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 23, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/01/1998

981460435 — 2947803

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

PIONEER VALLEY HOSPITAL, LLC

Under Section 18-202 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Pioneer Valley Hospital, LLC (the “Company”).

     SECOND: The Certificate of Formation of the Company is hereby amended to change the name of the Company to Georgetown Rehabilitation, LLC.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Formation as of December 1, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

CERTIFICATE OF AMENDMENT

OF

Georgetown Rehabilitation, LLC

     1. The name of the limited liability company is Georgetown Rehabilitation, 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 Georgetown Rehabilitation, LLC this 15 day of January 2002.

Georgetown Rehabilitation, LLC
/s/ William F. Carpenter III
William F. Carpenter III,
Title:	Manager

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041060 — 2947803

EX-3.94

Exhibit 3.94

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
GEORGETOWN REHABILITATION, LLC

          This Amended and Restated Limited Liability Company Agreement of Georgetown Rehabilitation, LLC, is entered into by AC Med, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Georgetown Rehabilitation, LLC, effective as of September 23, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Georgetown Rehabilitation, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act,

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

AC MED, LLC
By:	/s/ John M. Franck
	John M. Franck
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust. Inc. The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Georgetown Rehabilitation, LLC, a Delaware limited liability company (“LLC”). to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF. LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Georgetown Rehabilitation, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS. INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Georgetown Rehabilitation, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.95

Exhibit 3.95

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “GUYAN VALLEY HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF AUGUST, A.D. 2002, AT 2 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, “GUYAN VALLEY HOSPITAL, LLC”.

3561841      8100H		/s/ Jeffrey W. Bullock
110292262 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619838 DATE: 03-14-11

Certificate of Formation
of
Guyan Valley Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited Liability company is Guyan Valley Hospital, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 23, 2002.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 08/23/2002
020534407 — 3561841

EX-3.96

Exhibit 3.96

Limited Liability Company Agreement
of
Guyan Valley Hospital, LLC

     This Limited Liability Company Agreement of Guyan Valley Hospital, LLC, effective as of August 23, 2002 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall Guyan Valley Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

BOS_@LLC Subsidiary formation template-New@

- 3 -

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Daniel S. Slipkovich	President
Michael J. Culotta	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Mark B. Medley	Vice President and Division CFO
William E. Hoffman, Jr.	Vice President
Paul R. Hannah	Vice President
Mary Kim E. Shipp	Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited Liability company interest to a single acquiror.

BOS_Formation Documents-Logan General Hospital, LLC/JEGAN

- 4 -

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of August 23, 2002.

LifePoint Hospital Holdings, Inc.
By:	/s/ William F. Carpenter
	William F. Carpenter III
	Secretary

BOS_@LLC Subsidiary formation template-New@

- 5 -

EX-3.97

Exhibit 3.97

Delaware	PAGE 1
The first State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HALSTEAD HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HALSTEAD HOSPITAL, LLC”.

2947714 8100H		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
		AUTHENTICATION: 8619844
110292269 You may verify this certificate online at corp.delaware.gov/authver.shtml		DATE: 03-14-11

CERTIFICATE OF FORMATION
OF
HALSTEAD HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Halstead Hospital, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 23, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/23/1998

981370197 — 2947714

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041069 — 2947714

CERTIFICATE OF AMENDMENT

OF

Halstead Hospital, LLC

     1. The name of the limited liability company is Halstead Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Halstead Hospital, LLC this 15 day of, January, 2002.

Halstead Hospital, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,

Title Manager 

EX-3.98

Exhibit 3.98

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HALSTEAD HOSPITAL, LLC

     This Amended and Restated Limited Liability Company Agreement of Halstead Hospital, LLC, is entered into by Pioneer Medical, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Halstead Hospital, LLC, effective as of September 23, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Halstead Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

* * * * * *

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

PIONEER MEDICAL, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Halstead Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Halstead Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.99

Exhibit 3.99

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HCK LOGAN MEMORIAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HCK LOGAN MEMORIAL, LLC”

2985441     8100H		/s/ Jeffrey W. Bullock
110292292 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619854 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/28/1998
981504717 — 2985441

CERTIFICATE OF FORMATION
OF
HCK LOGAN MEMORIAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is HCK Logan Memorial 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 28, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041078 — 2985441

CERTIFICATE OF AMENDMENT

OF

HCK Logan Memorial, LLC

     1. The name of the limited liability company is HCK Logan Memorial, 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 HCK Logan Memorial, LLC this 15 day of January, 2002.

HCK Logan Memorial, LLC

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager

EX-3.100

Exhibit 3.100

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HCK LOGAN MEMORIAL, LLC

          This Amended and Restated Limited Liability Company Agreement of HCK Logan Memorial, LLC, is entered into by Hospital Corporation of Kentucky, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of HCK Logan Memorial, LLC, effective as of December 28, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be HCK Logan Memorial, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”)and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HOSPITAL CORPORATION OF KENTUCKY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

          Effective as of May 7, 1999 (the “Effective Date”), Hospital Corporation of Kentucky (“Hospital Corporation”) assigned, transferred and conveyed its 100% limited liability company interest in HCK Logan Memorial, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Hospital Corporation as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

          IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.101

Exhibit 3.101

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HDP ANDALUSIA, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HDP ANDALUSIA, LLC”.

2985452     8100H		/s/ Jeffrey W. Bullock
110292305 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619857 DATE: 03-14-11

STATE OF DELAWARE          
SECRETARY OF STATE          
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/28/1998     
981504762 — 2985452          

CERTIFICATE OF FORMATION
OF
HDP ANDALUSIA, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is HDP Andalusia, 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 28, 1998.

By:	/s/ John M. Franck II
	John M. Franck II
	Authorized Person

STATE OF DELAWARE          
SECRETARY OF STATE          
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002     
020041092 — 2985452          

CERTIFICATE OF AMENDMENT

OF

HDP Andalusia, LLC

     1. The name of the limited liability company is HDP Andalusia, 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 HDP Andalusia, LLC this 15 day of January, 2002.

HDP Andalusia, LLC
 

/s/ William F. Carpenter III,  

William F. Carpenter III, 

Title Manager

EX-3.102

Exhibit 3.102

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HDP ANDALUSIA, LLC

     This Amended and Restated Limited Liability Company Agreement of HDP Andalusia, LLC, is entered into by Hospital Development Properties, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of HDP Andalusia, LLC, effective as of December 28, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be HDP Andalusia, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assianment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HOSPITAL DEVELOPMENT PROPERTIES, INC.
By:	/s/ Jhon M. Franck II
	Jhon M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust. Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in HDP Andalusia. LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPONT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HDP Andalusia, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HDP Andalusia, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2,LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.103

Exhibit 3.103

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HDP GEORGETOWN, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HDP GEORGETOWN, LLC”.

2985456     8100H		/s/ Jeffrey W. Bullock
110292309 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619862 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/28/1998

981504776 — 2985456

CERTIFICATE OF FORMATION
OF
HDP GEORGETOWN, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is HDP Georgetown, 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 28, 1998.

By:	/s/ John M. Franck II
	John M. Franck II
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041108 — 2985456

CERTIFICATE OF AMENDMENT

OF

HDP Georgetown, LLC

     1. The name of the limited liability company is HDP Georgetown, 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 HDP Georgetown, LLC this 15 day of January, 2002.

HDP Georgetown, LLC

/s/ William F. Carpenter III,

William F. Carpenter III,

Title Manager

EX-3.104

Exhibit 3.104

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HDP GEORGETOWN, LLC

          This Amended and Restated Limited Liability Company Agreement of HDP Georgetown, LLC, is entered into by Hospital Development Properties, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of HDP Georgetown, LLC, effective as of December 28, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be HDP Georgetown, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C.§ 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HOSPITAL DEVELOPMENT PROPERTIES, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust. Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in HDP Georgetown. LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”). whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HDP Georgetown, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date. all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HDP Georgetown, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1 

EX-3.105

Exhibit 3.105

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HILLSIDE HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWELFTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HILLSIDE HOSPITAL, LLC”.

2965753     8100H		/s/ Jeffrey W. Bullock
110292314 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619866 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/12/1998
981435255 — 2965753

CERTIFICATE OF FORMATION

OF

HILLSIDE HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Hillside Hospital, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre hoed, Wilmington, Delaware 19805.

     THIRD: The name and address of the company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 12, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

CERTIFICATE OF AMENDMENT

OF

Hillside Hospital, LLC

     1. The name of the limited liability company is Hillside Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Hillside Hospital, LLC this 15 day of January, 2002.

Hillside Hospital, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,
Title Manager 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041116 — 2965753

EX-3.106

Exhibit 3.106

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HILLSIDE HOSPITAL, LLC

          This Amended and Restated Limited Liability Company Agreement of Hillside Hospital, LLC, is entered into by Pinellas Medical, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Hillside Hospital, LLC, effective as of November 12, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Hillside Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

PINELLAS MEDICAL, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned. transferred and conveyed its 100% limited liability company interest in Hillside Hospital. LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”). whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF. LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS,INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoitit Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Hillside Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Hillside Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.107

Exhibit 3.107

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HISTORIC LIFEPOINT HOSPITALS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF APRIL, A.D. 1999, AT 11:30 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SEVENTH DAY OF APRIL, A.D. 1999, AT 11:31 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TENTH DAY OF MAY, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     CERTIFICATE OF MERGER, CHANGING ITS NAME FROM “LIFEPOINT HOSPITALS, INC.” TO “HISTORIC LIFEPOINT HOSPITALS, INC. “, FILED THE FIFTEENTH DAY OF APRIL, A.D. 2005, AT 9:11 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

3035122     8100H		/s/ Jeffrey W. Bullock
110294397 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8621108 DATE: 03-14-11

Delaware	PAGE 2
The First State

AFORESAID CORPORATION, “HISTORIC LIFEPOINT HOSPITALS, INC.”

3035122     8100H		/s/ Jeffrey W. Bullock
110294397 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8621108 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 04/27/1999
991164599 — 3035122

Certificate of Incorporation
of
LifePoint Hospitals, Inc.

     FIRST: The name of the Corporation is LifePoint Hospitals, Inc.

     SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

     FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is One Hundred Million (100,000,000) shares, divided into two classes of which Ten Million (10,000,000) shares, par value $.01 per share, shall be designated Preferred Stock, and Ninety Million (90,000,000) shares, par value $.01 per share, shall be designated Common Stock.

     A. Preferred Stock

     1. Issuance. The Board of Directors is expressly authorized, subject to limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, to establish the number of shares to be included in each such series, and to fix the designations, powers, preferences, and rights of the shares of each such series, and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of at Least 80% of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, unless a vote of any such holders is required pursuant to the terms of any such series of Preferred Stock.

     2. Series A Junior Participating Preferred Stock.

     Section 1. Designation and Amount. Ninety Thousand (90,000) shares of the Preferred Stock of the Corporation shall be designated as “Series A Junior Participating Preferred Stock,” par value $.0l per share (the “Series A Preferred Stock”). The number of shares of such series of Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of such series of Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants

- 1 -

or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

     Section 2. Dividends and Distributions.

     (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, however, that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

- 2 -

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

     Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

     (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     (B) Except as otherwise provided herein, in a resolution or resolutions adopted by the Board of Directors providing for the issuance of a series of Preferred Stock or any similar stock (a “Certificate of Designation”), or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation entitled to vote generally in the election of directors shall vote together as a single class on all matters submitted to a vote of stockholders of the Corporation.

     (C) Except as otherwise provided herein, or by law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be

- 3 -

required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

     Section 4. Certain Restrictions.

     (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 of paragraph A of this Article Fourth are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

     (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

     (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears, in proportion to the total amounts to which the holders of all such shares are then entitled;

     (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided, however. that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (both as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

     (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

     (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

     Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock

- 4 -

subject to the conditions and restrictions on issuance set forth herein or in any Certificate of Designation providing for the issuance of a series of Preferred Stock or any similar stock or as otherwise required by law.

     Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided, however, that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock, in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the

- 5 -

exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

     Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable.

     Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation’s Preferred Stock.

     Section 10. Amendment. This Certificate of Incorporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

     B. Common Stack

     Section 1. Dividends. Subject to the preferential rights, if any, of the holders of any series of Preferred Stock then outstanding, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, dividends payable either in cash, in property or in shares of Common Stock or other securities of the Corporation.

     Section 2. Voting Rights. Subject to the rights, if any, of the holders of any series of Preferred Stock then outstanding, and except as otherwise required by law, the holders of the Common Stock shall exclusively possess all voting power, and at every annual or special meeting of stockholders of the Corporation, each holder of Common Stock shall be entitled to one vote, in person or by proxy, for each share of Common Stock standing in such holder’s name on the books of the Corporation.

     Section 3. Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Common Stock shall be entitled to share ratably in all assets of the Corporation available for distribution to its stockholders, subject to the preferential rights, if any, of the holders of any series of Preferred Stock then outstanding.

     FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or this Certificate of Incorporation directed or required to be exercised or done by the stockholders.

- 6 -

     A. Number of Directors. The number of directors of the Corporation (exclusive of directors to be elected by the holders of one or more series of the Preferred Stock of the Corporation which may be outstanding, voting separately as a series or class) shall be fixed from time to time by action of not less than a majority of the members of the Board of Directors then in office, but in no event shall such number of directors of the Corporation be less than three nor more than fifteen.

     B. Classes. The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall be divided with respect to the time for which they severally hold office, into three classes, as nearly equal in number as reasonably possible, with the term of office of the first class to expire at the 2000 annual meeting of stockholders, the term of office of the second class to expire at the 2001 annual meeting of stockholders and the term of office of the third class to expire at the 2002 annual meeting of stockholders. At each annual meeting of stockholders, commencing with the 2000 annual meeting, (i) directors shall be elected to succeed those directors whose terms expire for a term of office to expire at the third succeeding annual meeting of stockholders after their election, and (ii) if authorized by a resolution of the Board of Directors, directors may be elected to fill any vacancy in the Board of Directors, regardless of how such vacancy was created. Directors need not be stockholders. All directors shall hold office until the expiration of the term for which elected and until their successors are elected, except in the case of the death, resignation, disqualification or removal of any director.

     C. Stockholder Nomination of Director Candidates and Introduction of Business. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the By-Laws of the Corporation.

     D. Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock then outstanding, and unless the Board of Directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, disqualification or removal may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires or, in the case of newly created directorships, shall hold office until such time as determined by the directors electing such new director (in a manner consistent with paragraph B of this Article Fifth). No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     E. Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

- 7 -

     SIXTH: Subject to the rights, if any, of the holders of any series of Preferred Stock then outstanding, no action required to be taken or which may be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, and the power of the stockholders to consent in writing, without a meeting, to the taking of any action, including (without limitation) the power of stockholders to adopt or amend the By-Laws of the Corporation by written consent, is hereby specifically denied.

     SEVENTH: Subject to the rights, if any, of the holders of any series of Preferred Stock then outstanding, special meetings of the stockholders of the Corporation may be called only by (a) the Chairman of the Board of Directors, if one shall have been elected or (b) the Chief Executive Officer of the Corporation, and, in addition, a special meeting shall be called by the Chairman of the Board or the Chief Executive Officer at the request in writing of a majority of the Board of Directors. The ability of the stockholders to call a special meeting is hereby specifically. denied.

     EIGHTH: In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the By-Laws of the Corporation. The Corporation’s By-Laws may also be adopted, amended, altered or repealed by the stockholders at any annual or special meeting by the affirmative vote of the holders of at least 80% of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

     NINTH: Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall otherwise provide.

     TENTH: 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, provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions nor in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to permit further elimination or limitation of 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 General Corporation Law as so amended. Any repeal or modification of this Article Tenth shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     ELEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them 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 the provisions of Section 291 of the Delaware General Corporation Law or on

- 8 -

the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the Delaware General Corporation Law, order a meeting of the creditors or class of creditors, 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, or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all the creditors or class of creditors, or on all of the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     TWELFTH:

     A. As used in this Article Twelfth, the following terms shall have the meanings set forth below:

     “Business Combination” shall mean (a) any merger or consolidation of the Corporation or a Subsidiary with a Related Person, (b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition other than in the ordinary course of business to or with a Related Person of any assets of the Corporation or a Subsidiary having an aggregate fair market value of $25,000,000 or more, (c) the issuance or transfer by the Corporation of any shares of Voting Stock or securities convertible into or exercisable for such shares (other than by way of pro rata distribution to all stockholders) to a Related Person, (d) any recapitalization, merger or consolidation that would have the effect of increasing the voting power of a Related Person, (e) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation or a Subsidiary proposed, directly or indirectly, by or on behalf of a Related Person, (f) any merger or consolidation of the Corporation with another Person proposed, directly or indirectly, by or on behalf of a Related Person unless the entity surviving or resulting from such merger or consolidation has a provision in its certificate or articles of incorporation, charter or similar governing instrument which is substantially identical to this Article Twelfth or (g) any agreement, contract or other arrangement or understanding providing, directly or indirectly, for any of the transactions described in clauses (a) through (f) above.

     “Related Person” shall mean any individual, partnership, corporation, trust or other Person which, together with its “affiliates” and “associates,” as defined in Rule 12b-2 under the Exchange Act as in effect on April 23, 1999, and together with any other individual, partnership, corporation, trust or other Person with which it or they have any agreement, contract or other arrangement or understanding with respect to acquiring, holding, voting or disposing of Voting Stock, “beneficially owns” (within the meaning of Rule 13d-3 under the Exchange Act on said date) an aggregate of 10% or more of the outstanding Voting Stock. A Related Person, its affiliates and associates and all such other individuals, partnerships, corporations and other Persons with whom it or they have any such agreement, contract or other arrangement or understanding, shall be deemed a single Related Person for purposes of this Article Twelfth; provided, however, that the members of the Board of Directors of the Corporation shall not be deemed to be

- 9 -

associates or otherwise to constitute a Related Person solely by reason of their board membership. A person who is a Related Person as of (i) the time any definitive agreement relating to a Business Combination is entered into, (ii) the record date for the determination of stockholders entitled to notice of and to vote on a Business Combination or (iii) immediately prior to the consummation of a Business Combination, shall be deemed a Related Person for purposes of this Article Twelfth.

     “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is not an “affiliate” or “associate” of the Related Person and was a member of the Board of Directors prior to the time that such Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with such Related Person and is recommended to succeed a Continuing Director by a majority of the Continuing Directors.

     “Person” shall mean any individual, firm, corporation or other entity.

     “Subsidiary” shall mean with respect to any Person, (i) any corporation in which such Person, directly or indirectly, owns or controls, at the time of determination, at least a majority in interest of the outstanding voting stock (having by the terms thereof voting power under ordinary circumstances to elect a majority of the directors of such corporation, irrespective of whether or not stock of any other class or classes of such corporation shall have or might have voting power by reason of the occurrence of a contingency); or (ii) any non-corporate entity in which such Person either (a) directly or indirectly, at the time of determination, has at least a majority ownership interest, or (b) at the date of determination, is a general partner or an entity performing similar functions (for example, manager of a limited liability company or a trustee of a trust).

     “Voting Stock” shall mean any shares of the Corporation entitled to vote generally in the election of directors.

     “Entire Board of Directors” shall mean the total number of directors which the Corporation would have if there were no vacancies.

     “Market Value” shall mean the average of the high- and low-quoted sales price on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) of a share on the Composite Tape for the New York Stock Exchange Listed Stocks, or, if the shares are not listed or admitted to trading on such exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed or admitted to trading, or, if the shares are not listed or admitted to trading on any such exchange, the mean between the closing high-bid and low-asked quotations with respect to a share on such date as quoted on the National Association of Securities Dealers Automated Quotations System, or similar system then in use, or, if no such quotations are available, the fair market value on such date of a share as at least 66 2/3% of the Continuing Directors shall determine.

     B. In addition to any other vote required by this Certificate of Incorporation or the Delaware General Corporation Law, the affirmative vote of the holders of not Less

- 10 -

than 85% of the outstanding Voting Stock held by stockholders other than a Related Person by or with whom or on whose behalf, directly or indirectly, a Business Combination is proposed, voting as a single class, shall be required for the approval or authorization of such Business Combination; provided, however, that the 85% voting requirement shall not be applicable and such Business Combination may be approved by the vote required by law or by any other provision of this Certificate of Incorporation if either.

1. The Business Combination is approved by the Board of Directors of the Corporation by the affirmative vote of at least 66 2/3% of the Continuing Directors, or

2. All of the following conditions are satisfied:

     (A) The aggregate amount of cash and the fair market value of the property, securities or other consideration to be received per share of capital stock of the Corporation in the Business Combination by the holders of capital stock of the Corporation, other than the Related Person involved in the Business Combination, shall not be less than the highest of (i) the highest per share price (including brokerage commissions, soliciting dealers’ fees, and dealer- management compensation, and with appropriate adjustments for recapitalizations, stock splits, stock dividends and like transactions and distributions) paid by such Related Person in acquiring any of its holdings of such class or series of capital stock, (ii) the highest per share Market Value of such class or series of capital stock within the twelve-month period immediately preceding the date the proposal for such Business Combination was first publicly announced or (iii) the book value per share of such class or series of capital stock, determined in accordance with generally accepted accounting principles, as of the last day of the month immediately preceding the date the proposal for such Business Combination was first publicly announced;

     (B) The consideration to be received in such Business Combination by holders of capital stock other than the Related Person involved shall, except to the extent that a stockholder agrees otherwise as to all or part of the shares which he or she owns, be in the same form and of the same kind as the consideration paid by the Related Person in acquiring capital stock already owned by it; provided, however, that if the Related Person has paid for capital stock with varying forms of consideration, the form of consideration for shares of capital stock acquired in the Business Combination by the Related Person shall either be cash or the form used to acquire the largest number of shares of capital stock previously acquired by it; and

     (C) A proxy statement responsive to the requirements of the Exchange Act and regulations promulgated thereunder, whether or not the Corporation is then subject to such requirements, shall be mailed to the stockholders of the Corporation for the purpose of soliciting stockholder approval of such Business Combination and shall contain at the from thereof, in a prominent place, (i) any recommendations as to the advisability (or inadvisability) of the Business Combination which the Continuing Directors may choose to state and (ii) the

- 11 -

opinion of a reputable investment banking firm selected by the Continuing Directors as to the fairness of the terms of such Business Combination, from a financial point of view, to the stockholders (other than the Related Person) of the Corporation.

     C. A Related Person shall be deemed for purposes of this Article Twelfth to have acquired a share of the Corporation at the time when such Related Person became the beneficial owner thereof (as such term is defined in paragraph A of this Article Twelfth). With respect to shares owned by affiliates, associates and other Persons whose ownership is attributed to a Related Person, if the price paid by such Related Person for such shares is not determinable, the price so paid shall be deemed to be the higher of (i) the price paid upon acquisition thereof by the affiliate, associate or other Person or (ii) the Market Value of the shares in question at the time when the Related Person became the beneficial owner thereof.

     For purposes of this Article Twelfth, in the event of a Business Combination upon consummation of which the Corporation would be the surviving corporation or would continue to exist (unless it is provided, contemplated or intended that as part of such Business Combination a plan of liquidation or dissolution of the Corporation will be effected), the term “other consideration to be received” in paragraph B.2.(A) of this Article Twelfth shall include (without limitation) common stock or other capital stock of the Corporation retained by stockholders of the Corporation (other than Related Persons who are parties to such Business Combination).

     Nothing contained in this Article Twelfth shall be construed to relieve any Related Person from any fiduciary obligation imposed by law.

     D. Notwithstanding any other provision of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage may be permuted by law), any amendment, addition, alteration, change or repeal of this Article Twelfth, or any other amendment of this Certificate of Incorporation or the By-Laws of the Corporation inconsistent with or modifying or permitting circumvention of this Article Twelfth, must first be proposed by the Board of Directors of the Corporation, upon the affirmative vote of at least 66 2/3% of the directors then in office at a duly constituted meeting of the Board of Directors called for such purpose, and thereafter approved by the affirmative vote of the holders of not less than 85% of the then outstanding Voting Stock held by stockholders other than a Related Person by or with whom or on whose behalf, directly or indirectly, a Business Combination is proposed, voting as a single class; provided, however, that this paragraph D shall not apply to, and such 85% vote shall not be required for, any such amendment, addition, alteration, change or repeal recommended to stockholders of the Corporation by the affirmative vote of not less than 66 2/3% of the Continuing Directors. For the purposes of this paragraph D only, if at the time when any such amendment, addition, alteration, change or repeal is under consideration there is no proposed Business Combination, the term “Continuing Directors” shall mean the Entire Board of Directors.

- 12 -

     THIRTEENTH: The Board of Directors, each committee of the Board of Directors and each individual director, in discharging their respective duties under applicable law and this Certificate of Incorporation and in determining what they each believe to be in the best interests of the Corporation and its stockholders, may consider the effects, both short-lean and long-term, of any action or proposed action taken or to be taken by the Corporation, the Board of Directors or any committee of the Board of Directors on the interests of (i) the employees, associates, associated physicians, distributors, patients or other customers, suppliers or creditors of the Corporation and its subsidiaries and (ii) the communities in which the Corporation and its subsidiaries own or lease property or conduct business, all to the extent that the Board of Directors, any committee of the Board of Directors or any individual director deems pertinent under the circumstances (including the possibility that the Interests of the Corporation may best be served by the continued independence of the Corporation); provided, however, that the provisions of this Article Thirteenth shall not limit in any way the right of the Board of Directors to consider any other lawful factors in making its determinations, including, without limitation, the effects, both short-term and long-term, of any action or proposed action on the Corporation or its stockholders directly; and provided, further, that this Article Thirteenth shall be deemed solely to grant discretionary authority to the Board of Directors, each committee of the Board of Directors and each individual director and shall not be deemed to provide to any specific constituency any right to be considered.

     FOURTEENTH: Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in an actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as such a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the full extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith.

     A. Procedure. Any indemnification under this Article Fourteenth (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, as the same exists or hereafter may 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 said law permitted the

- 13 -

Corporation to provide prior to such amendment). Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding (the “Disinterested Directors”), or (b) if such a quorum of Disinterested Directors is not obtainable, or, even if obtainable, a quorum of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

     B. Advances For Expenses. Costs, charges and expenses (including attorneys’ fees) incurred by a director or officer of the Corporation in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation as authorized in this Article Fourteenth. Such costs, charges and expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the majority of the Disinterested Directors deems appropriate. The majority of the Disinterested Directors may, in the manner set forth above, and upon approval of such Indemnitee, authorize the Corporation’s counsel to represent such person, in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

     C. Procedure for Indemnification. Any indemnification or advance of costs, charges and expenses under this Article Fourteenth, shall be made promptly, and in any event within 60 days upon the written request of the Indemnitee. The right to indemnification or advances as granted by this Article Fourteenth, shall be enforceable by the Indemnitee in any court of competent jurisdiction, if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such Indemnitee’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under this Article Fourteenth, where the required undertaking, if any, has been received by the Corporation) that the Indemnitee has not met the standard of conduct set forth in the Delaware General Corporation Law, as the same exists or hereafter may 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 said law permitted the Corporation to provide prior to such amendment), but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, as the same exists or hereafter may 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 that said law permitted the Corporation to provide prior to such amendment), nor the fact that there has been an actual determination by the Corporation (including its Board of Directors, its independent legal counsel and its stockholders) that the

- 14 -

Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.

     D. Other Rights; Continuation of Right to Indemnification. The indemnification and advancement of expenses provided by this Article Fourteenth shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, 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 estate, heirs, executors and administrators of such person. All rights to indemnification under this Article Fourteenth, shall be deemed to be a contract between the Corporation and each director, officer, employee or agent of the Corporation who serves or served in such capacity at any time while this Article Fourteenth, is in effect. Any repeal or modification of this Article Fourteenth, or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable laws shall not in any way diminish any rights to indemnification of such director, officer, employee or agent or the obligations of the Corporation arising hereunder with respect to any action, suit or proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal. For the purposes of this Article Fourteenth, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation, so that any person who is or was a director, officer, employee or agent of such a 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 the provisions of this Article Fourteenth, with respect to the resulting or surviving corporation, as he would if he or she had served the resulting or surviving corporation in the same capacity.

     E. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her or on his or her behalf in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article Fourteenth; provided, however, that such insurance is available on acceptable terms, which determination shall be made by a vote of a majority of the Board of Directors.

     F. Savings Clause. If this Article Fourteenth, or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under paragraph A of this Article Fourteenth, as to all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts to be paid in settlement)

- 15 -

actually and reasonably incurred or suffered by such person and for which indemnification is available to such person pursuant to this Article Fourteenth, to the full extent permitted by any applicable portion of this Article Fourteenth, that shall not have been invalidated and to the full extent permitted by applicable law.

     FIFTEENTH: In furtherance and not in limitation of the powers conferred by law or in this Certificate of Incorporation, the Board of Directors (and any committee of the Board of Directors) is expressly authorized, to the extent permitted by law, to take such action or actions as the Board of Directors or such committee may determine to be reasonably necessary or desirable to (A) encourage any person to enter into negotiations with the Board of Directors and management of the Corporation with respect to any transaction which may result in a change in control of the Corporation which is proposed or initiated by such person or (B) contest or oppose any such transaction which the Board of Directors or such committee determines to be unfair, abusive or otherwise undesirable with respect to the Corporation and its business, assets or properties or the stockholders of the Corporation, including, without limitation, the adoption of such plans or the issuance of such tights, options, capital stock, notes, debentures or other evidences of indebtedness or other securities of the Corporation, which rights, options, capital stock, notes, debentures, evidences of indebtedness and other securities (i) may be exchangeable for or convertible into cash or other securities on such terms and conditions as may be determined by the Board of Directors or such committee and (ii) may provide for the treatment of any holder or class of holders thereof designated by the Board of Directors or any such committee in respect of the terms, conditions, provisions and rights of such securities which is different from, and unequal to, the terms, conditions, provisions and rights applicable to all other holders thereof.

     SIXTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and to add or adopt new provisions, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. In addition to any affirmative vote required by applicable law or any other provision of this Certificate of Incorporation or specified in any agreement, and in addition to any voting rights granted to or held by the holders of any series of Preferred Stock, the affirmative vote of the holders of not less than 80% of the voting power of all securities of the Corporation entitled to vote generally in the election of directors shall be required to amend, alter, change or repeal, or to add or adopt any provisions inconsistent with, Articles Fifth, Sixth, Seventh, Eighth, Tenth, Eleventh, Thirteenth, Fourteenth, Fifteenth and Sixteenth of this Certificate of Incorporation.

     SEVENTEENTH: The name and mailing address of the incorporator is William P. Carpenter III, LifePoint Hospitals, Inc., 4525 Harding Road, Nashville, Tennessee 37205.

- 16 -

     IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is his act and deed and that the facts stated therein are true on this 27^th day of April, 1999.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Incorporator

- 17 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:31 AM 04/27/1999

991164600 — 3035122

CERTIFICATE OF MERGER

OF

LIFEPOINT HOSPITALS LLC

INTO

LIFEPOINT HOSPITALS, INC.

Pursuant to Section 264 of the Delaware General Corporation Law and
Section 18-209 of the Delaware Limited Liability Company Act

     LifePoint Hospitals, Inc., a Delaware corporation, DOES HEREBY CERTIFY:

     FIRST: The name and the state of domicile of each of the constituent entities to the merger are as follows:

Name	State of Domicile
LifePoint Hospitals, Inc.	Delaware
LifePoint Hospitals LLC	Delaware

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations to the merger in accordance with the requirements of Section 264 of the Delaware General Corporation Law and Section 18-209 of the Delaware Limited Liability Company Act.

     THIRD: The name of the surviving corporation (the “Surviving Corporation”) in the merger is LifePoint Hospitals, Inc.

     FOURTH: The Certificate of Incorporation of LifePoint Hospitals, Inc. shall be Certificate of Incorporation of the Surviving Corporation.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation. The address of the principal place of business of the Surviving Corporation is 4525 Harding Road, Nashville, Tennessee 37205.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation or any member of any constituent limited liability company.

     SEVENTH: This Certificate of Merger shall be effective upon filing with the Secretary of State of the State of Delaware.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 27^th day of April, 1999.

LIFEPOINT HOSPITALS, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Senior Vice President and General Counsel

3

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LIFEPOINT HOSPITALS, INC.

***

     LifePoint Hospitals, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

     That Article Eleventh of the Corporation’s Articles of Incorporation is hereby deleted.

     SECOND: That the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/10/1999

991183614 — 3035122

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, LifePoint Hospitals, Inc. has caused this certificate to be executed by its authorized officer, on this 10^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Senior Vice President, General Counsel and Secretary

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/23/1999

991398168 — 3035122

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

     1. The name of the corporation (hereinafter called the “corporation”) is

LIFEPOINT HOSPITALS, INC.

     2. The registered office of the corporation within the State of Delaware is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New Castle.

     3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

     4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on September 15, 1999

/s/ William S. Carpenter III

William S. Carpenter III, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040911 — 3035122

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

* * * * *

     LifePoint Hospitals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

     That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

     That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

     IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 10th day of December, 2001.

/s/ William F. Carpenter III  

William F. Carpenter III                               Signature 

Secretary  

Title 

* Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

State of Delaware
Secretary of State
Division of Corporations
Delivered 09:11 AM 04/15/2005
FILED 09:11 AM 04/15/2005
SRV 050305466 — 3035122 FILE

CERTIFICATE OF MERGER
OF
LAKERS ACQUISITION CORP.
WITH AND INTO
LIFEPOINT HOSPITALS, INC.

Pursuant to Section 251 of the
General Corporation Law of the State of Delaware

     The undersigned, LifePoint Hospitals, Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

     FIRST: The name and state of incorporation of each of the constituent corporations of the merger (the “Constituent Corporations”) are as follows:

Name of Corporation	State of Incorporation
LifePoint Hospitals, Inc.	Delaware
Lakers Acquisition Corp.	Delaware

     SECOND: An Agreement and Plan of Merger, dated as of August 15, 2004, by and among the Corporation, Lakers Holding Corp., a Delaware corporation (“Holding Company”), Lakers Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Holding Company (“LifePoint Merger Sub”), Pacers Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Holding Company, and Province Healthcare Company, a Delaware corporation, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 25, 2005, and Amendment No. 2 to Agreement and Plan of Merger, dated as of March 15, 2005 (as amended, the “Merger Agreement”), to effect, among others, the merger of LifePoint Merger Sub with and into the Corporation (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”).

     THIRD: The Merger shall become effective, for accounting purposes only, as of 12:00 a.m. on April 16, 2005, and for all other purposes upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware, in accordance with Section 251 and 103 of the DGCL (the “Effective Time”).

     FOURTH: The Corporation will continue as the surviving corporation of the Merger (the “Surviving Corporation”). At the Effective Time, the name of the Surviving Corporation will be changed to “Historic LifePoint Hospitals, Inc.” and the Certificate of Incorporation of the Surviving Corporation shall be amended as set forth in Exhibit A.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation. The address of said principal place of business is:

Historic LifePoint Hospitals, Inc.
c/o LifePoint Hospitals, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation upon request and without cost to any stockholder of either Constituent Corporation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 15th day of April, 2005.

LIFEPOINT HOSPITALS, INC.
By:	/s/ Kenneth C. Donahey
	Name:	Kenneth C. Donahey
	Title:	Chairman of the Board, President and Chief Executive Officer

Signature Page
LifePoint Hospitals, Inc. Certificate of Merger

Exhibit A

CERTIFICATE OF INCORPORATION
OF
HISTORIC LIFEPOINT HOSPITALS, INC.

     1. The name of the Corporation is “Historic LifePoint Hospitals, Inc.”.

     2. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (County of New Castle). The name of its registered agent at such address is The Corporation Trust Company.

     3. The nature of the business and the purposes to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose and to engage in any lawful act or activity for which corporations may be organized under the DGCL.

     4. The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, $0.01 par value per share (the “Common Stock”). Shares of the Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors. The amount of the authorized Common Stock of the Corporation may be increased or decreased by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote.

     5. Elections of directors need not be by written ballot unless required by the By-Laws of the Corporation. Any director may be removed from office either with or without cause at any time by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given at a meeting of the stockholders called for that purpose, or by the consent of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given in accordance with Section 228 of the DGCL.

     6. In furtherance and not in limitation of the powers conferred upon the Board of Directors by law, the Board of Directors shall have the power to make, adopt, alter, amend and repeal from time to time the By-Laws of the Corporation subject to the right of the stockholders entitled to vote with respect thereto to alter, amend and repeal By-Laws made by the Board of Directors.

A-1

     7. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the DGCL, as the same may be amended and supplemented from time to time. Any repeal or modification of this Section 8 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     8. The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the DGCL, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have the power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

A-2

EX-3.108

Exhibit 3.108

By-Laws
of
Historic LifePoint Hospitals, Inc.

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington. The Corporation may have such other offices, either within or without the State of Delaware 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 in the State of Delaware and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of May or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Delaware, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his

address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Delaware, 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 outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; proved, 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote 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.

     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 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 Delaware nor need they be the holder of any shares of the capital stock of the Corporation.

     Section 2.1. COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the directors 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 of Delaware authorize or permit directors to act other than at a meeting including but not limited to acting though unanimous written consents, then such actions shall be as effective as if taken by the directors at a meeting.

     SECTION 4. NOTICE. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director 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 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 5. 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 6. 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 7. VACANCIES. 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.

     SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, 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 Directors 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 DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and

resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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 (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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

     SECTION 1. CERTIFICATES FOR SHARES. 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 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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

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 Corporation Laws of the State of Delaware, 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 X

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 amoimts 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 decreased officers or directors.

ARTICLE XI

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.

April 16, 2005

EX-3.109

Exhibit 3.109

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HRMC, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SECOND DAY OF SEPTEMBER, A.D. 2003, AT 5:27 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE SIXTEENTH DAY OF AUGUST, A.D. 2004, AT 3:11 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “HAVASU REGIONAL MEDICAL CENTER, LLC” TO “HRMC, LLC”, FILED THE THIRD DAY OF SEPTEMBER, A.D. 2004, AT 1:31 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 12:58 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, “HRMC, LLC”.

3698855     8100H		/s/ Jeffrey W. Bullock
110294405 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8621113 DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:35 PM 09/02/2003
FILED 05:27 PM 09/02/2003
SRV 030566893 — 3698855 FILE

CERTIFICATE OF FORMATION

of

HAVASU REGIONAL MEDICAL CENTER, LLC
a Delaware limited liability company

FIRST: The name of the limited liability company is:

Havasu Regional Medical Center, LLC

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle 19808, and its registered agent at such address CORPORATION SERVICE COMPANY.

          IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this 2nd day of September, 2003.

/s/ G.A. Eilis  

G.A Eilis, Authorized Person 

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company: Havasu Regional Medical Center, LLC (the “LLC”)
2.	The Certificate of Formation of the limited liability company is hereby amended as follows: The registered office of the LLC in the state of Delaware is to be located at 9 East Loockerman Street, Suite IB, Dover, Kent County, DE 19901—7317, and its registered agent at such address is National Registered Agents. Inc.
	IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 13th day of August, A.D. 2004.

Havasu Regional Medical Center, LLC
By:	PHC-Lake Havasu, Inc. its Managing Member
By:	/s/ Howard T. Wall III
	Authorized Person(s)
	Name: Howard T. Wall, III Print or Type

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:11 PM 08/16/2004
FILED 03:11 PM 08/16/2004
SRV 040598111 — 3698855 FILE

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:31 PM 09/03/2004
FILED 01:31 PM 09/03/2004
SRV 040644231 — 3698855 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company: Havasu Regional Medical Center, LLC (the “LLC”)
2.	The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the LLC is “HRMC, LLC”.
	IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 2nd day of September, A.D. 2004.

Havasu Regional Medica1 Center, LLC
By:	PHC—Lake Havasu, Inc., its Managing Member
By:	/s/ Howard T. Wall, III
	Authorized Person(s)
	Name: Howard T. Wall, III Print or Type

CERTIFICATE OF AMENDMENT

OF

HRMC, LLC

     1. The name of the limited liability company is HRMC, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

          Article Second should be removed in its entirety and replaced with the following:

Second: The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of HRMC, LLC this 1^st day of July, 2005.

HRMC, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp

DE084 — 2/12/2002 C T System Online

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:31 PM 07/13/2005
FILED 12:58 PM 07/13/2005
SRV 050578976 — 3698855 FILE

EX-3.110

Exhibit 3.110

LIMITED LIABILITY COMPANY AGREEMENT
OF
FIRMC, LLC

          This Limited Liability Company Agreement of HRMC, LLC, effective as of April 14, 2005 (this “Agreement”), is entered into by PHC-Lake Havasu, Inc., an Arizona corporation, as the sole member (the “Member”)

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby adopts this Limited Liability Company Agreement and hereby agrees as follows:

          1. Name. The name of the limited liability company is HRMC,. LLC (the “Company”), or such other name as may be selected by the Member from time to time.

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 9 East Loockeman Street, Dover, Delaware 19901.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc.

          5. Taxation. It is the intention of the Member that the Company be treated as a disregarded entity for federal and Delaware income tax purposes and shall not file separate tax returns, but shall file tax returns in combination with its sole Member. The Company, so long as it has only one Member, shall be a disregarded entity and shall not be subject to tax separate from its Member. All of its income, gains, expenses and loss shall flow through and be recorded on the return of its Member. In the event the Company has more than one Member, it shall file federal income tax returns as a partnership.

          6. Authorized Units. The Company shall be authorized to issue 1,000 units of membership interest (“Units”) or such greater or lesser number as the board of representatives of the Company (the “Board”) may determine from time to time. Schedule A sets forth the number of Units owned by the Member(s).

          7. Member(s) and Capital Contribution. The name and the business address of the Member(s) and the amount of cash or other property contributed or to be contributed by the Member(s) to the capital of the Company is set forth in. Schedule A attached hereto and shall be listed on the books and records of the Company. The representatives of the Company (the “Representatives”) shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein.

          The Member(s) shall not be required to make any additional contributions of capital to the Company, although the Member(s) may from time to time agree to make additional capital contributions to the Company.

          A person who, in accordance with the terms of this Agreement, acquires a Member’s Units by transfer or assignment or to whom the Company issues Units shall be admitted to the Company as a member and shall become a “Member” for purposes of this Agreement.

          8. Board of Representatives. Except as otherwise expressly provided herein, the general management and determination of all questions and policies relating to the affairs and policies of the Company shall be decided by a majority vote of the Representatives. Except as otherwise provided for herein, the Board shall act on behalf of the Company for all, purposes in connection with the business and affairs of the Company, and shall have all rights and powers required for or appropriate to its management of the Company’s business.

          9. Member Actions. Each of the following actions shall require the approval of a majority of the Percentage interest of the Members entitled to vote:

     (a) sale or issuance of any Units;

     (b) sale, assignment, pledge, mortgage or other encumbering of any of the Company’s property except for sales of supplies and other current assets in the ordinary course of the Company’s business;

     (c) borrowing money in the name of the Company other than incurring accounts payables, trade payables and other similar payables in the ordinary course of the Company’s business;

     (d) entering into a merger, consolidation or similar transaction;

     (e) entering into any partnership, joint venture or similar relationship;

     (f) amending this Agreement or the Certificate of Formation of the Company (the “Certificate”);

     (g) dissolving the Company;

2

     (h) taking any other action which this Agreement or the Act expressly provides for the approval of the Member(s); and

     (i) agreeing to or obligating the Company to do any of the foregoing.

          For purposes of this Agreement, “Percentage Interest” shall mean, as to a Member, the percentage obtained by dividing the total Units owned by such Member by the total number of Units owned by all Members.

          10. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the approval of the Member(s) in accordance with the terms of this Agreement or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          11. Allocation of Profits and Losses. The company’s profits and losses shall be allocated to the Member(s) in accordance with their respective Percentage Interests.

          12. Distributions. Distributions shall be made to the Member(s) at the times determined by the Board.

          13. Admission of Member. No new potential member shall become a Member until (i) such potential member accepts, ratifies and agrees in writing to be bound by the terms and conditions of the Certificate and this Agreement and (ii) the Board unanimously approves such admission as a Member. The Board shall promptly cause Schedule A hereto to be amended to reflect the admission of the new Member upon the compliance of all the conditions of this Section 13.

          14. Meetings of the Members. Meetings of the Members may be held at any place upon call of a majority of the Members or the Representatives, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Members. The presence of Members holding a majority of the Percentage Interest entitled to vote on the specific matter shall constitute a quorum and an action shall be taken by a majority vote of the Percentage Interest of those Members entitled to vote at a duly called meeting in which a quorum is present. In lieu of a meeting of the Members, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Members and the action must be approved in writing by Members holding a majority of the Percentage Interest entitled to vote on such matter or such greater number as would be necessary to take such action in a meeting of the Members at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Members.

          15. Meetings of the Board. Meetings of the Board may be held at any place upon call of a majority of the Members or any Representative, which call shall set

3

forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall he given for special meetings in sufficient time, which need not exceed two (2) days in advance, For the convenient assembly of the Representatives. A majority of the number of Representatives of the Company shall constitute a quorum and the vote of a majority of the Representatives present at the time of the vote, if a quorum is present shall he the act of the Board. In lieu of a meeting of the Board, an action may he taken by written consent in order to take art action by written consent, a written waiver of a meeting must be. executed by a quorum of the Representatives and the action must he approved in writing by a majority of the Representatives or such greater number as would be necessary to Lake such action in a meeting of the Board at which a quorum is present An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Board.

          16. Managers. The Board shall elect any managers of the Company (each a “Manager”) as it deems appropriate and such Managers shall not be compensated unless otherwise determined by the Board. Managers shall have the authority and responsibilities given them by the Board or in accordance with the Act and each Manager shall hold office until his successor is elected and qualified, unless a different term is specified by the Board.

          17. Liability of Members, Managers and Representatives. No Member, Manager or Representative shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          18. Indemnification.

     (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against the individual arising from the individual’s status as an indemnitee. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the

4

foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18–607 of the Act.

     (b) The rights to indemnification and advancement of expenses set, forth in Section 18(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Company and the person being indemnified, his heirs, executors and administrators, and, with respect to Section 18(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in Section 18(a) above are nonexclusive of other similar rights which may be granted by law, this Agreement, a resolution of the Board or the Members, or an agreement with the Company, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (c) Any repeal or modification of the provisions of this Section 18, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section 18 which occur subsequent to the effective date of such amendment.

          19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act

          20. Certificate(s) of interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

(Signature page follows]

5

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 14th day of April, 2005.

MEMBER: PHC-LAKE HAVASU, INC.
By:	/s/ Howard T. Wall, III
	Name:	Howard T. Wall, III
	Title:	Vice President and Secretary

Signature Page to LLC Agreement of HRMC LLC

EX-3.111

Exhibit 3.111

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HST PHYSICIAN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HST PHYSICIAN PRACTICE, LLC”.

2969096     8100H		/s/ Jeffrey W. Bullock
110292323 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619887 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/19/1998
981447475 — 2969096

CERTIFICATE OF FORMATION
OF
HST PHYSICIAN PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is HST Physician Practice, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041029 — 2969096

CERTIFICATE OF AMENDMENT

OF

HST Physician Practice, LLC

     1. The name of the limited liability company is HST Physician Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street; Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of HST Physician Practice, LLC this 15 day of January, 2002.

HST Physician Practice, LLC
 

/s/ William F. Carpenter III,  

William F. Carpenter III, 

Title Manager

EX-3.112

Exhibit 3.112

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HST PHYSICIAN PRACTICE, LLC

     This Amended and Restated Limited Liability Company Agreement of HST Physician Practice, LLC, is entered into by HCA Health Services of Tennessee, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of HST Physician Practice, LLC, effective as of November 19, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company formed shall be HST Physician Practice, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29 ^th day of April, 1999.

HCA HEALTH SERVICES OF TENNESSEE, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust. Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in HST Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF. LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HST Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (‘Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HST Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole members of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.113

Exhibit 3.113

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HTI GEORGETOWN, LLC” AS RECEIVED AND FILED IN THIS OFFICE

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF MARCH, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HTI GEORGETOWN, LLC”.

3017140     8100H		/s/ Jeffrey W. Bullock
110292358 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619888 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09: 00 AM 03/16/1999

991101090 — 3017140

CERTIFICATE OF FORMATION
OF
HTI GEORGETOWN, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is HTI Georgetown, 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 March 16, 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 10:00 AM 01/22/2002

020041109 — 3017140

CERTIFICATE OF AMENDMENT

OF

HTI Georgetown, LLC

     1. The name & the limited liability company is

          HTI Georgetown, 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 HTI Georgetown, LLC this 15 day of January, 2002.

HTI Georgetown, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III,
	Title Manager

EX-3.114

Exhibit 3.114

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HTI GEORGETOWN, LLC

          This Amended and Restated Limited Liability Company Agreement of HTI Georgetown, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of HTI Georgetown, LLC, effective as of March 16, 1999.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be HTI Georgetown, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquirer.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in HTI Georgetown. LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (‘LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date. all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF. LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HTI Georgetown, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”). whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement. and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HTI Georgetown, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HTI Georgetown, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole members of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the ‘Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS , LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.115

Exhibit 3.115

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HTI PINELAKE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF MARCH, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “HTI PINELAKE, LLC”.

3017141     8100H		/s/ Jeffrey W. Bullock
110292362 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619895 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/16/1999

991101098 – 301 7141

CERTIFICATE OF FORMATION
OF
HTI PINELAKE, LLC

Under Section 18 - 201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is HTI PineLake, 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 March 16, 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 10:00 AM 01/22/2002

020041049 – 301 7141

CERTIFICATE OF AMENDMENT

OF

HTI Pinelake, LLC

     1. The name of the limited liability company is HTI Pinelake, 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 HTI Pinelake, LLC this 15 day of January, 2002.

HTI Pinelake, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III 

Title Manager  

EX-3.116

Exhibit 3.116

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
HTI PINELAKE, LLC

     This Amended and Restated Limited Liability Company Agreement of HTI PineLake, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of HTI PineLake, LLC, effective as of March 16, 1999.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be HTI PineLake, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et. seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in HTI Pinelake, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF. LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals. Inc. (“LifePoint Inc.”) assigned. transferred and conveyed its 100% limited liability company interest in HTI Pinelake. LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS.INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HTI Pinelake, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in HTI Pinelake, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the ‘Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDNGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.117

Exhibit 3.117

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HURRICANE HEALTHCARE PARTNER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTEENTH DAY OF SEPTEMBER, A.D. 2009, AT 8:44 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, “HURRICANE HEALTHCARE PARTNER, LLC”.

4732636     8100H		/s/ Jeffrey W. Bullock
110292369 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619897 DATE: 03-14-11

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:19 PM 09/18/2009
FILED 08:44 PM 09/18/2009
SRV 090868644 — 4732636 FILE

Certificate of Formation
of
Hurricane Healthcare Partner, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Hurricane Healthcare Partner, LLC (the “Company”)

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 18, 2009.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.118

Exhibit 3.118

Limited Liability Company Agreement
of
Hurricane Healthcare Partner, LLC

          This Limited Liability Company Agreement of Hurricane Healthcare Partner, LLC, effective as of September 18, 2009 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Hurricane Healthcare Partner, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jeff G. Seraphine, President
Jonathan C. Wall, Chief Financial Officer
Joné Law Koford, Development President
Paul R. Hannah, Senior Vice President
Michael S. Coggin, Senior Vice President and Treasurer
Bradley R. Owens, Division COO
Mark B. Poppell, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

3

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of September 18, 2009.

LifePoint Holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

4

EX-3.119

Exhibit 3.119

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “INTEGRATED PHYSICIAN SERVICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTIETH DAY OF JULY, A.D. 2002, AT 5 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, “INTEGRATED PHYSICIAN SERVICES, LLC”.

2969104     8100H		/s/ Jeffrey W. Bullock
110292376 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619905 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/19/1998
981447506 — 2969104

CERTIFICATE OF FORMATION
OF
INTEGRATED PHYSICIAN SERVICES, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Integrated Physician Services, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington. Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:00 PM 07/30/2002
020487111 — 2969104

CERTIFICATE OF AMENDMENT
OF
Integrated Physician Services, LLC

     1. The name of the limited liability company is Integrated Physician Services, 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 Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Integrated Physician Services, LLC, this 30th day of July, 2002.

Integrated Physician Services, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,
Title Manager 

EX-3.120

Exhibit 3.120

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
INTEGRATED PHYSICIAN SERVICES, LLC

          This Second Amended and Restated Limited Liability Company Agreement of Integrated Physician Services, LLC, is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Integrated Physician Services, LLC, dated April      , 1999.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Integrated Physician Services, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror, provided, however, that the Member may transfer its limited liability company interest in part to LifePoint of GAGP, LLC (“GAGP”), whereupon (i) GAGP shall be admitted as a member upon execution of this Agreement in accordance with the provisions of Section 12 below, (ii) GAGP shall have rights and obligations under this Agreement proportionate to its limited liability company interest and (iii) each reference to a “Member” in this Agreement shall, as the context requires, be deemed to be references to “Members”. Upon GAGP’s admission as a member, GAGP and any other member at such time may transfer its limited liability company interest in whole but not in part to LifePoint of Georgia, Limited Partnership (the “Partnership”), whereupon the Partnership (i) shall become the sole “Member” for purposes of this Agreement upon execution of this Agreement in accordance with the terms of Section 12 and (ii) may only assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Limited Liability Company Agreement on the ____ day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“LifePoint”) assigned, transferred and conveyed one percent (1%) of its limited liability company interest in Integrated Physician Services, LLC, a Delaware limited liability company (“the LLC”), to LifePoint of GAGP, LLC (“GAGP”), whereupon LifePoint and GAGP respectively became the managing members of the LLC (the “Members”). Attached hereto is a copy of the Limited Liability Company Agreement of the LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint as the sole member shall be deemed to references to LifePoint and GAGP as the Members.

     IN WITNESS WHEREOF, LifePoint and GAGP have executed this Addendum on this 13th day of September, 2001.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ William . Carpenter III
	William . Carpenter III
	Senior Vice President, General Counsel and Secretary
LIFEPOINT OF GAGP, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III Senior Vice President,
	General Counsel and Secretary

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“LifePoint”) assigned, transferred and conveyed its ninety-nine percent (99%) limited liability company interest in Integrated Physician Services, LLC, a Delaware limited liability company (“the LLC”), and LifePoint of GAGP, LLC (“GAGP”) assigned, transferred and conveyed its one percent (1%) limited liability company interest in the LLC to LifePoint of Georgia, Limited Partnership (the “Partnership”), whereupon the Partnership became the sole member of the LLC (the “Member”). Attached hereto is a copy of the Limited Liability Company Agreement of the LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint and GAGP as managing members shall be deemed to references to the Partnership as the Member.

     IN WITNESS WHEREOF, the general partner of the Partnership has executed this Addendum as of May 11, 1999.

SOLE GENERAL PARTNER LIFE POINT OF GAGP, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Senior Vice President, General Counsel and Secretary

EX-3.121

Exhibit 3.121

ARTICLES OF INCORPORATION
OF
KANSAS HEALTHCARE MANAGEMENT COMPANY, INC

     The undersigned, acting as the incorporation of a corporation under the General Corporation Code of Kansas (the “Code”), adopts the following charter for such corporation:

ARTICLE I.

     The name of the corporation is KANSAS HEALTHCARE MANAGEMENT COMPANY, INC.

ARTICLE II.

     The corporation is for profit.

ARTICLE III.

     The street address of the corporation’s principal office is:

327 Chestnut Street
Halstead, Kansas 67056

ARTICLE IV.

     The name of the corporation’s initial registered agent is Stephen J. Blaylock, with a registered office address of 833 North Waco, Riverfront Place, Wichita, Sedgwick County, Kansas 67203.

ARTICLE V.

     The name and address of the incorporator is:

Stephen J. Blaylock
Woodard, Blaylock, Hernandez, Roth & Day
833 N. Waco, Riverfront Place
Wichita, Kansas 67201-0127

ARTICLE VI.

     The number of shares of stock the corporation is authorized to issue is 1,000, no par value per share.

ARTICLE VII.

     The shareholders of the corporation shall not have preemptive rights.

ARTICLE VIII.

     The nature of the business or purposes to be conducted or promoted are:

(a)	General medical business development and management, and
(b)	To engage in any lawful conduct or activity for which corporations may be organized under the Kansas Corporation Code.

ARTICLE IX.

     The power to adopt, repeal and amend the bylaws of this corporation shall reside in the Board of Directors of this corporation.

ARTICLE X.

     To the fullest extent permitted by the Code as in effect on the date hereof and as hereafter amended from time to time, a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director The Corporation shall indemnify and advance expenses to each director and officer of the Corporation, or any person who may have served at the request of the Corporation’s Board of Directors or its Chief Executive officer as a director or officer of another corporation (and, in either case, his heirs, executors and administrators), to the. full extent allowed by the laws of the State of Kansas, both as now in effect and as hereafter adopted. The Corporation may indemnify and advance expenses to any employee or agent of the Corporation who is not a director or officer (and his heirs, executors and administrators) to the same extent as to a director or officer, if the Board of Directors determines than to do so is in the best interests of the Corporation. If the Code or any successor statute is amended after adoption of this provision 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 Code, as so amended from time to time. Any repeal or modification of this Article X. by the shareholders 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 or with respect to events occurring prior to such time.

ARTICLE XI.

     The incorporator has established September 12, 1997, as the date to commence the corporation’s operations.

     IN WITNESS WHEREOF, I have subscribed my name thereto this 12^th day of September, 1997.

/s/ Stephen J. Blaylock  

STEPHEN J. BLAYLOCK 

ACKNOWLEDGMENT

STATE OF KANSAS	)
	) SS:
COUNTY OF SEDGWICK	)

     BE IT REMEMBERED that on this 12^th day of September, 1997, before me the undersigned, a notary public in and for the County and State a aforesaid, came STEPHEN J. BLAYLOCK who is personally known to me to be the same person who executed the within instrument of writing, and such person duly acknowledged the execution of the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

/s/ Elizabeth J. Tejeda  

ELIZABETH J. TEJEDA
Notary Public 

My Commission Expires:

[SEAL]

10/12/98

EX-3.122

Exhibit 3.122

BY-LAWS

OF

KANSAS HEALTHCARE MANAGEMENT COMPANY, INC.

ARTICLE I — OFFICES

          SECTION 1. Principal Office. The principal office for the transaction of the business of the Corporation is hereby located at 327 Chestnut, Halstead, Kansas.

          SECTION 2. Registered Office. The Corporation, by resolution of its Board of Directors, may change the location of its registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed with the Secretary of State, and such other filings may be made as required by law.

          SECTION 3. Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places within or without the State of Kansas as the stockholders may designate or as the business of the corporation may from time to time require.

ARTICLE II — SHAREHOLDERS

          SECTION 1. Place of Meetings. All Annual Meetings of Shareholders and all other meetings of shareholders shall be held at the principal place of business unless another place within or without the State of Kansas is designated either by the Board of Directors pursuant to authority hereinafter granted to said Board, or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the Corporation.

          SECTION 2. Annual Meetings. The Annual Meetings of the Shareholders shall be held within thirty (30) days of the organization of this Corporation, and annually thereafter. At such meeting, Directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the power of the shareholders.

     Written notice of each Annual Meeting shall be given to each shareholder entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice. If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to

          SECTION 6. Quorum. The presence in person or by proxy of persons entitled to vote a majority of the voting shares at any business meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

          SECTION 7. Consent of Absentees. The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

          SECTION 8. Action Without Meeting. Any action which, under any provision of the Delaware Corporation Code, may be taken at a meeting of the shareholders, except approval of an agreement for merger or consolidation of the Corporation with other corporations, or a sale of all or substantially all of the corporate property, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation, or such other procedure followed as may be prescribed by statute.

          SECTION 9. Proxies. Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent, and filed with the Secretary of the Corporation; provided that no such proxy shall be valid after the expiration of one (1) year from the date of its execution, unless the person executing it specified therein the length of time for which such proxy is to continue in force.

          SECTION 10. Inspection of Corporate Records. The stock ledger or duplicate stock ledger, the books of account, and minutes of proceedings of the shareholders, the Board of Directors and of executive committees of Directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate within five (5) days of such demand during ordinary business hours if for a purpose reasonably related to his interests as a shareholder, or as the holder of such voting trust certificate. A list of shareholders entitled to vote shall be exhibited at any reasonable time and at meetings of the shareholders when required by the demand of any shareholder at least twenty (20) days prior to the meeting. Such inspection may be made in person or by an agent or attorney authorized in writing by a shareholder, and shall include the right to make abstracts. Demand of inspection other than at a shareholders’ meeting shall be

3

the place where the principal office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be sent to each shareholder entitled thereto not less than ten (10) days nor more than fifty (50) days before each Annual Meeting, and shall specify the place, the day and the hour of such meeting, and shall state such other matters, if any, as may be expressly required by statute. If this By-Law as to the time and place of election of Directors is changed, such notice shall be given to shareholders at least twenty (20) days prior to such meeting.

          SECTION 3. Special Meetings. Special Meetings of the Shareholders, for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors. Except in special cases where other express provision is made by statute, notice of such Special Meetings shall be given in the same manner as for Annual Meetings of Shareholders. Notices of any Special Meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.

          SECTION 4. Adjourned Meetings and Notice Thereof. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of an initial quorum, no other business may be transacted at such meeting.

     When any shareholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the time and place thereof are announced at the meeting at which such adjournment is taken.

          SECTION 5. Voting. Unless the Board of Directors has fixed in advance (pursuant to Article V, Section 1) a record date for purposes of determining entitlement to vote at the meeting, the record date shall be as of the close of business on the day next preceding the date 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 shall be held. Such vote may be viva voce or by ballot; provided, however, that all elections for Directors must be by ballot upon demand made by a shareholder at any election and before the voting begins. Every shareholder entitled to vote at any election for Directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principal among as many candidates as he shall think fit. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected.

2

made in writing upon the President, Secretary, Assistant Secretary or General Manager of the Corporation.

          SECTION 11. Inspection of By-Laws. The Corporation shall keep in its principal office for the transaction of business the original or a copy of these By-Laws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at such reasonable times during ordinary business hours.

ARTICLE III — DIRECTORS

          SECTION 1. General Powers. Subject to limitations of the Articles of Incorporation, of the By-Laws, and of the Kansas Corporation Code as to action which shall be authorized or approved by the shareholders, and subject to the duties of Directors as prescribed by the By-Laws; all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to-wit:

          First — To alter, amend or repeal the By-Laws of the Corporation.

          Second — To select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or the By-Laws, fix their compensation, and require from them security for faithful service.

          Third — To conduct, manage, and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with the law, or with the Articles of Incorporation or the By-Laws, as they may deem best.

          Fourth — To change the principal office and registered office for the transaction of the business of the Corporation from one location to another as provided in Article I hereof; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Kansas, as provided in Article I, Section 3 hereof; to designate any place within or without the State of Kansas for the holding of any shareholders’ meeting or meetings, except Annual Meetings; to adopt, make and use a corporate seal, to prescribe the forms of certificates from time to time, as in their judgment they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law.

          Fifth — To authorize the issue of shares of stock of the corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually

4

rendered, debts or securities cancelled, or tangible or intangible property actually received, or in the case of shares issued as a dividend, against amounts transferred from surplus to stated capital.

          Sixth — To borrow money and incur indebtedness for purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefore.

          Seventh — To appoint an executive committee and other committees, and to delegate to such committees any of the powers and authority of the Board in the management of the business and affairs of the corporation, except the power to declare dividends and to adopt, amend or repeal By-Laws.

          SECTION 2. Number and Qualification of Directors. The authorized number of Directors of the corporation shall be not less than one nor more than two until changed by amendment to this By-Law. Directors need not be shareholders.

          SECTION 3. Election and Term of Office. The Directors shall be elected at each Annual Meeting of Shareholders, but if any such Annual Meeting is not held, or the Directors are not elected thereat, the Directors may be elected at a Special Meeting of Shareholders held for that purpose as soon thereafter as conveniently may be. All Directors shall hold office until their respective successors are elected. A Director can be removed from office at any time for good cause, however, by a majority vote of the shareholders, and he may be removed without cause by a majority vote of the shareholders, unless he shall have sufficient shareholder support that by use of cumulative voting he would otherwise be able to maintain his position on the Board in a regular election of Board members.

          SECTION 4. Vacancies. Vacancies on the Board of Directors may be filled by a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director. If at any time, by reason of death, resignation, or other cause, the corporation should have no Directors in office, then any officer or any stockholder or any executor, administrator, trustee or guardian of a stockholder or other fiduciary entrusted with like responsibility for the person or estate of a stockholder may call a Special Meeting of the Stockholders in accordance with the provisions of these By-Laws, or may apply to the District Court for a decree summarily ordering election as provided for by the Kansas Corporation Code. Each Director so elected shall hold office until his successor is elected at an Annual or a Special Meeting of the Shareholders.

     A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Director, or if the authorized number of Directors be increased, or if the shareholders fall at any Annual or Special Meeting of Shareholders at which any Director

5

or Directors are elected to elect the full authorized number of Directors to be voted for at the meeting, or if any Director or Directors elected shall refuse to serve.

          The Shareholders holding at least fifty-one percent (51%) of the outstanding voting stock may call a meeting at any time to fill any vacancy or vacancies not filled by the Directors, or if the Board of Directors filling a vacancy constitutes less than a majority of the whole Board, as constituted immediately prior to any increase in the number of Directors.

     If the Board of Directors accepts the resignation of a Director rendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

     No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

          SECTION 5. Place of Meeting. Regular and Special Meetings of the Board of Directors shall be held at any place within or without the State of Kansas which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, all meetings shall be held at the principal office of the Corporation.

          SECTION 6. Organizational Meeting. Immediately following each Annual Meeting of Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of such meeting is hereby dispensed with.

          SECTION 7. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as the Board of Directors may from time to time designate in advance of such meetings; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday. Notice of all such regular meetings of the Board of Directors is hereby dispensed with.

          SECTION 8. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or, if he is absent or unable or refuses to act, by the Secretary or by any other Director. Notice of such Special meetings, unless waived by attendance thereat or by written consent to the holding of the meeting, shall be given by written notice mailed at least five (5) days before the date of such meeting or be hand delivered or notified by telegram at least two (2) to four (4) days before the date such meeting is to be held. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon addressed to the Director at his residence or usual place of business. If notice

6

be given by telegraph, such notice shall be deemed to be delivered when the same is delivered to the telegraph company.

          SECTION 9. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.

          SECTION 10. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

          SECTION 11. Quorum. A majority of the total number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. The Directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

          SECTION 12. Meetings by Telephone. Members of the Board of Directors of the corporation, or any committee designated by such Board, may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

          SECTION 13. Adjournment. A majority of the Directors present may adjourn any Directors’ meeting to meet again at a stated day and hour or until the time fixed for the next regular meeting of the Board.

          SECTION 14. Fees and Compensation. Directors shall not receive any stated salary for their services as Directors, but, by resolution of the Board, adopted in advance of, or after the meeting for which payment is to be made, a fixed fee, with or without expenses of attendance, may be allowed one or more of the Directors for attendance at such meeting. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefore.

ARTICLE IV — OFFICERS

7

          SECTION 1. Officers. The officers of the corporation shall be a President, Secretary and Treasurer, The corporation may also have, at the discretion of the Board of Directors. a Chairman of the Board, one or more Vice-Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. Any number of offices may be held by the same person.

          SECTION 2. Election. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

          SECTION 3. Subordinate Officers. The Board of Directors may appoint such other officers as the business of the corporation may require, each of whom shall have authority and perform such duties as are provided in these By-Laws or as the Board of Directors may from time to time specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

          SECTION 4. Compensation of Officers. Officers and other employees of the corporation shall receive such salaries or other compensation as shall be determined by resolution of the Board of Directors, adopted in advance or after the rendering of the services, or by employment contracts entered into by the Board of Directors. The power to establish salaries of officers, other than the President or Chairman of the Board may be delegated to the President, Chairman of the Board, or a committee.

          SECTION 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these By-Laws for regular appointments to such office.

          SECTION 6. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

          SECTION 7. Chairman of the Board. The Chairman of the Board, if there be such an officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of’ Directors or prescribed by these By-Laws.

8

          SECTION 8. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, at all meetings of the Board of Directors. He shall be ex officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.

          SECTION 9. Vice-President. In the absence or disability of the President, the Vice-President, if any, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these By-Laws.

          SECTION 10. Secretary. The Secretary shall keep, or cause to be kept, a Record of Minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.

     The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation’s transfer agent, a stock ledger, or a duplicate stock ledger, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

     The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors required by these By-Laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws.

          SECTION 11. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a

9

separate account. The books of account shall at all reasonable times be open to inspection by any Director.

     The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws.

ARTICLE V — MISCELLANEOUS

          SECTION 1. Record Date and Closing Stock Books. The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of shares. The record date so fixed shall be not more than sixty (60) days prior to the date of the meeting or event for purposes of which it is fixed. When a record is so fixed, only shareholders who are such of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date.

     The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of a period not more than sixty (60) days prior to the date of a shareholders’ meeting, the date when the right to any dividend, distribution, or allotment of rights vests, or the effective date of any change, conversion or exchange of shares.

          SECTION 2. Indemnification of Directors and Officers. When a person is sued, or prosecuted in a criminal action, either alone or with others, because he is or was a Director or officer of the corporation, or of another corporation serving at the request of this corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the corporation or by the corporation, he shall be indemnified for his reasonable expenses, including attorneys’ fees incurred in the defense of the proceedings, if both of the following conditions exist:

(a) The person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the Court.

(b) The court finds that his conduct fairly and equitably merits such indemnity.

10

     The amount of such indemnity which may be assessed against the corporation. its receiver, or its trustee, by the court in the same or in a separate proceeding shall be so much of the expenses, including attorneys’ fees incurred in the defense of the proceedings, as the court determines and finds to be reasonable. Application for such indemnity may be made either by the person sued or by the attorney or other person rendering services to him in connection with the defense, and the court may order the fees and expenses to be paid directly to the attorney or other person, although he is not a party to the proceeding. Notice of the application for such indemnity shall be served upon the corporation, its receiver, or its trustee, and upon the plaintiff and other parties to the proceeding. The court may order notice to be given also to the shareholders in the manner provided in Article II, Section 2, for giving notice of shareholders’ meetings, in such form as the court directs.

          SECTION 3. Checks. Drafts. Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

          SECTION 4. Annual Report. No annual report to shareholders shall be required, but the Board of Directors may cause to be sent to the shareholders reports in such form and at such times as may be deemed appropriate by the Board of Directors.

          SECTION 5. Contracts. Deeds. Etc. — How Executed. The Board of Directors, except as in these By-Laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable of any purpose in any amount, provided, however, that any deeds or other instruments conveying lands or any interest therein shall be executed on behalf of the corporation by the President or Vice-President, if there be one, or by any agent or attorney so authorized under letter of attorney or other written power which was executed on behalf of the corporation by the President or Vice-President.

          SECTION 6. Certificates of Stock. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid up. All such certificates shall be signed by the President or Vice-President, if there be any, and the Secretary or an Assistant Secretary, or be authenticated by facsimiles of the signatures of the President and Secretary, or by a facsimile of the signature of the President and the written signature of the Secretary or an Assistant Secretary. Every certificate authenticated by a facsimile

11

of a signature must be countersigned by a transfer agent or transfer clerk, and be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers, before issuance.

          The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1000) shares of no par value common stock.

          Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the Board of Directors or these By-Laws may provide; provided, however, that any such certificate so issued prior to full payment shall state on its face or back the total amount of the consideration to be paid, the amount paid thereon and the terms by which the amount remaining unpaid is to be paid.

          SECTION 7. Stock Sale or Transfer. Until such time as the Board of Directors shall act by corporate resolution and pursuant to the provisions set forth in Section 1 of this Article V, the following wording shall appear on the face of all Stock Certificates: “Sale and/or Transfer hereof is subject to Section 7 of Article V of the By-Laws of this corporation.” Specifically, said wording shall always refer to the following restrictions and limitations on the Sale and/or Transfer of corporate stock:

Before there can be a valid sale or transfer of any of the common stock of this corporation, the older of said stock to be sold or transferred shall give at least thirty (30) days’ notice in writing to the corporation and to each of the stockholders of record of his desire to sell and transfer said stock, which notice shall set forth fully the price, terms, and conditions of any existing bona fide offer to purchase and the name of the person making said offer. Said written notice shall be sent by certified or registered mail to the corporation at its registered office and to each of the record holders of common stock at his or her last known address. The corporation shall have the exclusive right for a periof of fifteen (15) days from the receipt by the corporation of said written notice within which to elect to purchase said stock at the same price and upon the same terms and conditions as those contained in said bona fide offer to purchase. If the corporation chooses not to purchase said stock, it shall mail each record holder written notice by certified or registered mail and such record holders of said common stock shall have the exclusive right for a period of thirty (30) days after the corporation’s election not to purchase, to purchase said stock at the same price and upon the same terms and conditions as those contained in said bona fide offer of purchase, provided, that if any of said record holders of common stock elect to purchase said stock being offered for sale, they shall mail by certified or registered mail to said holders desiging to sell written notice of such election to purchase. In the event two or more record holders of

12

common stock so elect to purchase the stock being offered for sale, each shall have the right to purchase the proportion of said stock being offered which the number of shares of common stock of the corporation owned by him bears to the total number of shares of stock owned by all those electing to purchase. If no record holder of common stock elects to purchase, then said holder desiging to sell may accept the bona fide offer to purchase and make a valid sale and transfer of the stock which he is offering for sale, but only upon the terms and conditions contained in said notice. In the event the party desiring to sell and transfer stock of the corporation procures and files with the Secretary of the corporation the written consent and waiver of the provision and restriction contained in this paragraph, signed by the corporation and also signed by all the other record holders of common stock of this corporation, then such party shall have the right to make a valid sale and transfer of said stock, without being required to comply with the provisions hereof.

          SECTION 8. Representation of Securities or Other Corporations or Entities. The President or any Vice-President and the Secretary or Assistant Secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all securities of any other corporation or entity standing in the name of this corporation. The authority herein granted to said officers to vote or represent on behalf of this corporation any and all securities held by the corporation in any other corporation or entity may be exercised either by such officers in person or by any person authorized to do so by proxy or power of attorney duly executed by said officers.

          SECTION 9. Fiscal Year. The Board of Directors shall have the power to fix and from time to time change the fiscal year of the corporation. The corporation shall initially have as its fiscal year that annual period ending December 31 of each year.

ARTICLE VI — AMENDMENTS

          SECTION 1. Power of Directors. New By-Laws may be adopted or these By-Laws may be amended or repealed by a majority vote of the Board of Directors at any regular or special meeting thereof, provided, however, that the time and place fixed by the By-Laws for the annual election of Directors shall not be changed within sixty (60) days next preceding the date on which such elections are to be held. Notice of any amendment of the By-Laws by the Board of Directors shall be given to each stockholder having voting rights within ten (10) days after the date of such amendments by the Board.

13

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1) That I am the Secretary of the Meeting of the Directors of KANSAS HEALTHCARE MANAGEMENT COMPANY, INC., a Kansas Corporation, and;

(2) That the foregoing By-Laws, comprising fourteen (14) pages, constitute the original By-Laws of said Corporation, as duly adopted at the first meeting of the Directors thereof duly held on the 12th day of September, 1997.

/s/ David Hile  

DAVID HILE 

Secretary 

14

EX-3.123

Exhibit 3.123

ARTICLES OF ORGANIZATION
OF
KANSAS HEALTHCARE MANAGEMENT SERVICES
(A Limited Liability Company)

     The undersigned, acting as the sole organizer of a limited liability company under the Kansas Limited Liability Company Act (the “Act”), Section 17-7601, et seq., does hereby adopt the following Articles of Organization for such limited liability company:

ARTICLE 1

     The name of the limited liability company is KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC.

ARTICLE 2

     The name of the initial registered agent of the limited liability company is Stephen J. Blaylock and the office address of such registered agent and the registered office is 833 North Waco, Riverfront Place, Wichita, Sedgwick County, Kansas 67203.

ARTICLE 3

     The name of the sole organizer of the limited liability company is Stephen J. Blaylock, and the address of such sole organizer is 833 North Waco, Riverfront Place, Wichita, Sedgwick County, Kansas 67203.

ARTICLE 4

     The purpose of the limited liability company is to engage in any lawful conduct or activity for which corporations may be organized under the Kansas Corporation Code.

ARTICLE 5

     The limited liability company shall be directed by a Manager. The Manager will be Stephen J. Blaylock, 833 North Waco, Wichita, Sedgwick County, Kansas 67203, until such time as new managers are duly elected by a majority of members entitled to vote thereon.

ARTICLE 6

     The address of the office for the limited liability company is 327 Chestnut, Halstead, Harvey County, Kansas 67056-2241. The company shall, however, be authorized and empowered to transact and engage in business in any and all other states, territories and counties without limitation, both within and without the United States of America.

ARTICLE 7

     At the date and time of the filing of these Articles of Organization with the Secretary of State, there are two (2) board members of the limited liability company.

ARTICLE 8

     The limited liability company shall have the power to expel a member.

ARTICLE 9

     The limited liability company shall have the right to admit additional members.

ARTICLE 10

     The duration of the limited liability company shall be limited to a specific term of fifty (50) years commencing from the date of filing of these Articles of Organization.

ARTICLE 11

     The Operating Agreement of the limited liability company may provide that none or less than all of the events listed in Kansas Code Ann. Section 17-7622 constitute dissolution events. In the event the Operating Agreement of the limited liability company has not eliminated all of such events as dissolution events, the limited liability company shall not be dissolved and is not required to be wound up by reason of any event that terminates the continued membership of any board member if there are at least two (2) remaining board members and the existence and the business of the limited liability company is continued by the consent of a majority in interest of the remaining board members.

ARTICLE 12

     The limited liability company shall indemnify responsible persons to the fullest extent of and in accordance with the Act as then in effect.

ARTICLE 13

     No board member or party (other than the limited liability company) to a contribution agreement or contribution allowance agreement shall have preemptive rights.

ARTICLE 14

     The agency of board members for purposes of the limited liability company’s business, including the execution in the limited liability company’s name of any instrument, and for apparently carrying on in the usual way the business of the limited liability company shall be determined by the Operating Agreement of the limited liability company.

ARTICLE 15

     These articles may be amended as set forth in the limited liability company’s Operating Agreement or as provided in the Code.

     IN WITNESS WHEREOF, these Articles of Organization have been executed on this 12^th day of September, 1997, by the undersigned.

/s/ Stephen J. Blaylock  

STEPHEN J. BLAYLOCK 

ACKNOWLEDGMENT

STATE OF KANSAS	)
	) SS:
COUNTY OF SEDGWICK	)

     BE IT REMEMBERED that on this 12^th day of September, 1997, before me the undersigned, a notary public in and for the County and State aforesaid, came STEPHEN J. BLAYLOCK who is personally known to me to be the same person who executed the within instrument of writing, and such person duly acknowledged the execution of the same.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written.

/s/ Elizabeth J. Tejeda  

ELIZABETH J. TEJEDA 

Notary Public 

My Commission Expires:

[SEAL]

10/12/98

CERTIFICATE OF CHANGE OF ADDRESS OF RESIDENT AGENT’S OFFICE
IN COMPLIANCE WITH K.S.A. 17-7611

     I John H. Pelletier, Assistant Vice President of Corporation Service Company, do hereby certify for and on behalf of said corporation that Corporation Service Company, a corporation organized and existing under and by virtue of the laws of the state of Kansas, is the resident agent of the limited liability companies per the attached list.

     I further certify that Corporation Service Company, as resident agent for the limited liability companies named on the attached list, has maintained the registered office of each said limited liability company at the address of Suite 1108, 534 South Kansas Avenue, Topeka, Shawnee County, Kansas 66603, with the office of the Secretary of State.

     I further certify that the new address to which such resident agent of each said limited liability company is hereby changed effective February 24, 2000, is 200 S.W. 30th Street, Topeka, Shawnee County Kansas 66611, where, at said new address, such resident agent will thereafter maintain a registered office for each of the limited liability companies per the attached list.

Dated: February 24, 2000

/s/ John H. Pelletier  

John H. Pelletier, Assistant Vice President 

Attest:

/s/ Vicki Schreiber  

Vicki Schreiber, Asst. Secretary 

STATE OF NEW YORK	)
	)  SS.:
COUNTY OF NEW YORK	)

     BE IT REMEMBERED that, on February 24, 2000, before me, Merryl Wiener, a Notary Public duly authorized by law to take acknowledgment of deeds, personally came John H, Pelletier, Assistant Vice President of Corporation Service Company, and Vicki Schreiber, Assistant Secretary of said corporation, who are known to me, and who each executed the foregoing Certificate of Change of Address of Resident Agent’s Office before me and acknowledged the same to be his act and deed and the act and deed of said corporation, and acknowledged that the a stated therein are true.

     Given under my hand and official seal on February 24, 2000

/s/ [ILLEGIBLE]  

Notary Public 

Notarial Seal

MERRYL WIENER

Notary Public, State of New York

No. 41-4766750

Qualified in Queens County

Certificate Filed in New York County

Commission Expires July 31, 2000

EX-3.124

Exhibit 3.124

AMENDED AND RESTATED
OPERATING AGREEMENT
OF
KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC

     This Agreement is made and entered into as of the 12th day of September, 1997, by and among Pioneer Valley Hospital, Inc. d/b/a Columbia Halstead Hospital, a Utah corporation (“Columbia Sub”), The Hertzler Clinic, P.A., a Kansas professional association (“Physician Group”), and Kansas Healthcare Management Company, Inc., a Kansas corporation, (“Executive Manager”), with reference to the following facts:

     WHEREAS, Kansas Healthcare Management Services, LLC (the “Company”), a limited liability company organized under the laws of Kansas, was formed by Physician Group and Executive Manager (collectively, the “Initial Members”), who have executed the original Operating Agreement of the Company (the “Original Operating Agreement”);

     WHEREAS, the Initial Members and the Company are parties to that certain Contribution Agreement (the “Contribution Agreement”) pursuant to which the Initial Members have contributed the assets set forth on Schedule 1 thereto to the Company;

     WHEREAS, pursuant to that certain Sale and Contribution Agreement (the “Sate Agreement”), Columbia Sub has purchased from Physician Group and the Company that portion of membership interests in the Company that resulted in (i) 50.00% of the issued and outstanding membership interest of the Company being currently owned by Physician Group, (ii) 0.01% of the issued and outstanding membership interest of the Company being currently owned by Executive Manager, and (iii) 49.99% of the issued and outstanding membership interest of the Company being currently owned by Columbia Sub; and

     WHEREAS, pursuant to the condition to their respective obligations under the Sale Agreement set forth in Sections 6.4 and 7.4 thereof, Columbia Sub and the Physician Group are obligated to amend and restate the Original Operating Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, each of the parties hereby agrees as follows:

Confidential and Proprietary:
Disclosure Prohibited

PARAGRAPH 1. CERTAIN DEFINITIONS.

     1.1 Defined Terms. The following capitalized terms shall have the respective meanings specified in this Paragraph 1.1. Capitalized terms not defined in this Agreement shall have the meanings specified in the Act.

     “Accrued Operating Expenses” for a Person means all accrued and unpaid liabilities (whether or not due) of such Person as of the relevant date of determination which are described in the following categories: (i) trade payables incurred to suppliers of goods or services, (h) water, gas, electricity and other utility charges, (iii) license fees, (iv) rent, common area maintenance charges, operating expenses and other charges arising under any lease agreement under which such Person is the tenant, (v) insurance premiums, (vi) salaries and other payroll costs respecting employees accrued in accordance with normal accounting practices, (vii) taxes and (viii) similar liabilities incurred in the ordinary course of business and customarily recorded as a current liability, other than the current portion of Long Term Debt and deferred income taxes.

     “Act” means the Kansas Limited Liability Company Act, KSA § 17-7601, et seq., as amended from time to time.

     “Additional Member” means a Person who is admitted into the company as a Member pursuant to the terms of Paragraph 6.5 hereof.

     “Affiliate” of a specified Person means any corporation, partnership, sole proprietorship or other Person or entity which directly or indirectly through one or more intermediaries controls, is controls, is controlled by or is under common control with the Person specified. The term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person or entity.

     “Agreement” means this Operating Agreement, as amended from time to time, including each exhibit hereto.

     “Bankruptcy” means, as to any Member, the Member’s taking or acquiescing to the taking of any action seeking relief under, or advantage of any applicable debtor relief liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file within the time specified by law, an answer or opposition to any proceeding against such Member under any such law and a failure to file, within 30 days after its entry, a petition, answer or motion to vacate or to discharge any order, judgment or decree providing for any relief under any such law.

Confidential and Proprietary:
Disclosure Prohibited

2

     “Board of Managers” means the group of Managers of the Company having the duties as described in Paragraph_5 this Agreement.

     “Capital Contribution” means, as to any Member, the amount of cash or the Agreed Value (as defined in Exhibit A attached hereto) of all property contributed to the Company by the Member. which is set forth opposite such Member’s name on the attached Exhibit B under the heading “Capital Contribution.”

     “Code” means the Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding revenue law.

     “Columbia” means Columbia/HCA Healthcare Corporation, a Delaware corporation, and any successor in interest.

     “Columbia Affiliate” means any Affiliate of Columbia (other than a natural person)

      “Columbia Sub” means Pioneer Valley Hospital, Inc. d/b/a Columbia Halstead Hospital, a Utah corporation and a wholly-owned subsidiary of Columbia;

      “Company” means Kansas Healthcare Management Services, LLC, a Limited liability company organized under the laws of Kansas, the business and affairs of which are governed by this Agreement.

     “Company Minimum Gain” means the amount determined in accordance with the principles of Section 1.704-2(d) of the Regulations.

     “Contribution Agreement” means that certain Contribution Agreement, of even date herewith, among the Initial Members.

     “Distribution” means any money or other property distributed to a Member pursuant to Paragraph 4.2 hereof and Exhibit A hereto with respect to a Membership Interest.

     “Executive Manager” means Kansas Healthcare Management Company, a Kansas corporation and a wholly-owned subsidiary of Columbia Sub, or any other Person to whom the Board of Managers may, from time to time, delegate the management of day-to-day operation of the business of the Company in accordance with the provisions of Paragraph 5.1 hereof.

     “Initial Members” means Physician Group and Executive Manager.

     “Law” means the common law, all statutes, all published and generally available rules, regulations, ordinances, orders, codes, permits, licenses and agreements with or of federal, state,

Confidential and Proprietary:
Disclosure Prohibited

3

local and foreign governmental and regulatory authorities and any order, writ, injunction or decree issued by any court, arbitrator or governmental agency or in connection with any judicial, administrative or other non-judicial proceeding (including, without limitation, arbitration or reference).

     “Liquidator” means the Person who liquidates the Company under Paragraph 9 hereof.

     “Manager” means a manager appointed by the Members in accordance with the provisions of Section 17-7612 of the Act.

     “Member” means any of Physician Group, Columbia Sub, or Executive Manager, and any Substituted Member or Additional Member, but excluding any Person who ceases to be a member of the Company pursuant to this Agreement. “Members” means all of the Persons who are members of the Company as defined herein.

     “Member Nonrecourse Debt” has the meaning set forth in Section 1.704-2(b)(4) of the Regulations.

     “Member Nonrecourse Deductions” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Section 1.704-2(i), are attributable to a Member Nonrecourse Debt.

     “Membership Interest” means a Member’s rights in the Company, collectively, including the Member’s economic interest, any right to vote or participate in management, and any right to information concerning the business and affairs of the Company (“Governance Rights”).

     “Minimum Gain” has the meaning set forth in Treasury Regulation Section 1.704-2(d). Minimum Gain shall be computed separately for each Member in a manner consistent with the Treasury Regulations under Code Section 704(b).

     “Net Cash Flow” means, all cash derived from operations of the Company (including interest received on reserves), without reduction for any non cash charges, but less cash used to pay current operating expenses and less a reserve of 90 days Accrued Operating Expenses and/or such other reasonable reserves as determined by the Board of Managers in accordance with the provisions of Paragraph 5.8.7 hereof.

     “Nonrecourse Deductions” means any and all items of loss, deduction or expenditures (described in Section 705(a)(2)(B) of the Code), that, in accordance with the principles of Section 1.704-2(c) of the Regulations, are attributable to a Nonrecourse Liability.

Confidential and Proprietary:
Disclosure Prohibited

4

     “Nonrecourse Liability” has the meaning set forth in Section l.752-l(a)(2) of the Regulations.

     “Person” means any individual, partnership, corporation, trust, unincorporated association, limited liability company, joint venture or any other entity of any kind whatsoever. whether for profit or not-for-profit.

     “Physician Group” means The Hertzler Clinic, P.A., a Kansas professional association.

     “Physician Group Affiliate” means any Affiliate of Physician Group.

     “Sale Agreement” means the Sale and Contribution Agreement, of even date herewith. among Columbia Sub, Physician Group, the shareholders of Physician Group and the Company.

     “Service Agreement” means that certain Comprehensive Service Agreement of even date herewith, by and between Physician Group and the Company.

     “Sharing Percentage” means, as to a Member, the percentage obtained by dividing the Units of such Member by an amount equal to the total Units of all Members. The Members hereby agree that their Sharing Percentages shall constitute their “interests in the Company profits” for purposes of determining their respective shares of the Company’s “excess nonrecourse liabilities” (within the meaning of Section 1.752-3(a)(3) of the Regulations).

     “Substituted Member” means any Person admitted to the Company as a Member pursuant to Paragraph 6.2.

     “Taxes” means (i) all federal, state, county and local sales, use, property, payroll, recordation and transfer taxes, (ii) all federal, state, county and local taxes, levies, fees, assessments or surcharges (however designated, including privilege taxes, room or bed taxes and user fees) which are based on gross receipts, net operating revenues or patient days or a formula taking any one of the foregoing into account, and (iii) any interest, penalties and additions to tax attributable to any of the foregoing, but shall not include any income tax or other tax based on net income or its equivalent, however designated.

     “Treasury Regulations” or “Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect to provisions of the Code, including any temporary regulations from time to time promulgated. Subject to applicable transition rules, if any, all references to sections of the Regulations shall include any corresponding provisions of succeeding, substitute, temporary, proposed or final Regulations, the effective dates of which are applicable to the Company.

Confidential and Proprietary:
Disclosure Prohibited

5

     “Units” means all or a certain percentage of the issued and outstanding ownership interests of the Company held by the Members. “Unit” means any one of the Units.

     “Written” or “in writing” includes facsimile and telegraphic communication.

     1 .2 Terms Defined Elsewhere. Certain capitalized terms are defined elsewhere in this Agreement and, at their respective first reference, are presented in boldface type, in quotation marks and in parentheses.

PARAGRAPH 2. FORMATION; NAME; OFFICE; PURPOSE; TERM.

     2.1 Organization.

           2.1.1 The Initial Members (i) formed the Company pursuant to the Act by causing the Articles of Organization to be filed with the Office of the Secretary of State of the State of Kansas; (ii) entered into the Original Operating Agreement, which agreement is amended and restated in its entirety by this Agreement; and (iii) contributed cash and certain assets to the Company pursuant to the terms of the Contribution Agreement. Except as set forth in this Agreement, the Act and Articles of Organization shall govern the rights and liabilities of the Members.

          2.1.2 Pursuant to terms of the Sale Agreement, Columbia Sub has acquired a portion of the Membership Interest held by Physician Group and membership interest from the Company. Columbia Sub is hereby admitted as a Member of the Company and is the lawful owner of 49.99% of the issued and outstanding Membership Interests. Physician Group and Executive Manager continue to be Members and are the lawful owners of 50.00% of the issued and outstanding Membership Interests and 0.01% of the issued and outstanding Membership Interests, respectively.

     2.2 Name of the Company. The name of the Company is “KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC.”

     2.3 Purpose. The Company is organized to engage in the business of providing medical practice management and related services (“MSO Services”) to physician practices and to do any and all things necessary, convenient, or incidental to that purpose and engage in any other lawful activity: provided, however, the Company shall not engage in the practice of medicine or provide medical care directly to patients.

     2.4 Term. The Company shall continue in existence until dissolved as provided by this Agreement or the Act.

Confidential and Proprietary:
Disclosure Prohibited

6

     2.5 Principal Executive Office. The principal executive office of the Company shall be located at 327 Chestnut Street, Halstead, Kansas 67056.

     2.6 Agent. The name and address of the Company’s agent for services of process in the State of Kansas is SLS Service Corp. of Kansas, Inc., 5900 West 127th Street, Overland Park. Kansas 66209.

     2.7 Members. The name, present mailing address, taxpayer identification number and voting class of each Member are set forth on Exhibit B hereto.

PARAGRAPH 3. MEMBERS. CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS.

     3.1 Membership Interest. Each Member has contributed its Capital Contribution to the capital of the Company.

     3.2 Additional Capital Contributions. If Additional Capital Contributions (herein so called) are required for any expenditure of the Company, the Board of Managers shall have the right to request Members to make equal Additional Capital Contributions to the Company in excess of its, his or her initial Capital Contribution. If the Manager makes such a request no Member shall be required to make such Additional Capital Contribution, provided that if any Member elects not to make the Additional Capital Contribution (a “Noncontributing Member”), the Members who or which have made an Additional Capital Contribution pursuant to such call (the “Contributing Members”) shall have the right to contribute to the Company the amount of cash that the Noncontributing Member or Members failed to contribute in proportion to their Sharing Percentages. The Members shall have 30 days from the Manager’s request in which to elect to make or not make such Additional Capital Contributions. Effective as of the end of such 30-day period, the Members’ Sharing Percentages shall be adjusted, as follows: Each Member’s Sharing Percentage thereafter shall be equal to a fraction (converted to a percentage), the numerator of which is the amount of such Member’s Capital Account and the denominator of which is the aggregate amount of all Member’s Capital Accounts. The number of Units held by each Member shall be adjusted automatically to reflect any change in the Members’ Sharing Percentages under this Paragraph.

     3.3 Capital Accounts. A Capital Account (herein so called) shall be established and maintained for each Member for the full term of this Agreement in accordance with the capital accounting rules of Section 1.704(b)(2)(iv) of the Regulations. Each Member shall have only one Capital Account, regardless of the number or classes (in the event more than one class of Units shall hereafter be approved by the Members) of Units or other interests in the Company owned by such Member and regardless of the time or manner in which such Units or other interests were acquired by such Member. Pursuant to the basic capital accounting rules of Section 1.704- l(b)(2)(iv) of the Regulations, the balance of each Member’s Capital Account shall be:

Confidential and Proprietary:
Disclosure Prohibited

7

          3.3.1 Increased by the amount of money contributed by such Member (or such Member’s predecessor in interest) to the capital of the Company pursuant to this Paragraph 3 and decreased by the amount of money distributed to such Member (or such Member’s predecessor in interest) pursuant to Paragraph 6 hereof;

          3.3.2 Increased by the fair market value of each property (determined without regard to Section 7701(g) of the Code) contributed by such Member (or such Member’s predecessor in interest) to the capital of the Company pursuant to this Paragraph 3 (net of all liabilities secured by such property that the Company is considered to assume or take subject to under Section 752 of the Code) and decreased by the fair market value of each properly (determined without regard to Section 7701(g) of the Code) distributed to such Member (or such Member’s predecessor in interest) by the Company pursuant to Paragraph 4 or 9 hereof (net of all liabilities secured by such property that such Member is considered to assume or take subject to under Section 752 of the Code);

          3.3.3 Increased by the amount of each item of Company profit allocated to such Member (or such Member’s predecessor in interest) pursuant to Section 3.1 of Exhibit A hereto;

          3.3.4 Decreased by the amount of each item of Company loss allocated to such Member (or such Member’s predecessor in interest) pursuant to Section 3.1 of Exhibit A hereto; and

          3.3.5 Otherwise adjusted as follows:

     (i) Effective immediately prior to any “Revaluation Event” (as defined in Exhibit A hereto), the balances of all Members’ Capital Accounts shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the “Unrealized Book Gain Or Loss” (as defined in Exhibit A hereto) then existing with respect to each Company property (to the extent not previously reflected in the Members’ Capital Accounts) would be allocated among the Members pursuant to Section 3.1 of Exhibit A hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the Manager taking Section 7701(g) of the Code into account);

     (ii) With respect to items of Company profit and loss, the balances of all the Members’ Capital Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit A hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit A hereto;

     (iii) Immediately before giving effect under Paragraph 3.3.2 hereof to any adjustment attributable to the distribution of property to a Member, the balances of all the

Confidential and Proprietary:
Disclosure Prohibited

8

Members’ Capital Accounts first shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Members’ Capital Accounts) would be allocated among the Members pursuant to Section 3.1 of Exhibit A hereto if there were a taxable disposition of such property, on the date of such distribution, by the Company for its fair market value at the time of such distribution (as agreed to in writing by the Members taking Section 7701(g) of the Code into account (i.e., such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject)); and

     (iv) Upon the transfer of all or part of any Unit or other interest in the Company, the Capital Account of the transferor Member, to the extent attributable to the transferred interest, shall carry over to the transferee Member; provided, however, if the transfer causes the termination of the Company for federal income tax purposes under Section 708(b)(l)(B) of the Code, the Capital Account that carries over to the transferee Member shall be subject to adjustment in accordance with Paragraph 3.3.5(i) hereof in connection with the resulting constructive liquidation of the Company for federal income tax purpose;

     3.4 Additional Provisions Regarding Capital Accounts.

          3.4.1 If a Member pays any Company indebtedness or forgives any Company indebtedness owing to such Member, such payment or forgiveness shall be treated as a cash contribution by that Member to the capital of the Company, and the Capital Account of such Member shall be increased by the amount so paid by such Member.

          3.4.2 Except as otherwise provided herein, no Member may contribute capital to, or withdraw capital from, the Company. To the extent any monies which any Member is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Members consents to the withdrawal of such capital.

          3.4.3 A loan by a Member to the Company shall not be considered a contribution of money to the capital of the Company, and the balance of such Member’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Member with respect to advances or other payments made by such Member on behalf of the Company or payments of fees to a Member which are made by the Company shall be considered a return of capital or in any manner affect the balance of such Member’s Capital Account.

          3.4.4 No Member with a deficit balance in its Capital Account shall have any obligation to the Company or any other Member to restore such deficit balance. In addition, no

Confidential and Proprietary:
Disclosure Prohibited

9

venturer or partner in any Member shall have any liability to the Company or any other Member for any deficit balance in such venturer’s or partner’s capital account in the Member in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Member (or a capital account of a partner or venturer in a Member) shall not be deemed to be a liability of such Member (or of such venturer or partner in such Member) or a Company asset or property. The provisions of this Paragraph 3.4.4 shall not affect any Member’s obligation to make capital contributions to the Company that are required to be made by such Member pursuant to this Agreement.

          3.4.5 Except as otherwise provided herein, no interest shall be paid on any capital contributed to the Company or the balance in any Member’s Capital Account.

          3.4.6 All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with the Regulations. If the Board of Managers or the Tax Matters Partner determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any of the Members) are computed in order to comply with the Regulations, the Board of Managers or the Tax Matters Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Member from the Company. The Board of Managers or the Tax Matters Partner shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Section 1.704-1(b) of the Regulations.

          3.4.7 A Member’s Capital Account shall not be increased upon the payment of any Liquidated Damages Payment (as such term is defined in Section 3.4 of Exhibit A hereto).

          3.4.8

     (i) A Member’s Capital Account may, at the election of such Member, be reduced, in lieu of payment in cash of a Liquidated Damages Payment, by the amount equal to the amount of such Liquidated Damages Payment owing to the Company by the Member; provided, however, that in the event a Member does not tender a Liquidated Damages Payment in full to the Company on or before the 20th calendar day after such payment is due, the Member shall be deemed to have elected to reduce its Capital Account in lieu of making such payment. In the event the Member shall elect to reduce his Capital Account by the amount of a Liquidated Damages Payment, then the Member shall be permitted to make a capital contribution, whether by payment of cash to the Company or surrendering the right to distributions made by the Company to the Members, in an amount

Confidential and Proprietary:
Disclosure Prohibited

10

equal to the Liquidated Damages Amount and thereby return such Member’s Capital Account to the balance in effect prior to such reduction.

     (ii) In addition, the Member shall have the right to make payments of the Liquidated Damages Amount exclusively from the distributions owing thereto made by the Company pursuant to Paragraph 4.2 hereof. The Member may exercise this right by delivering written notice to the Company and, thereafter, shall not be entitled to any distribution declared or paid to Members until the aggregate amount of such distributions owing to the Member shall equal the amount of Liquidated Damages Payment owing to the Company. If the Member shall elect to exercise such right, the Members’ Capital Account shall not be reduced as set forth above; provided, however, the Managers appointed by such Member shall abstain from any vote on a decision to make a distribution to Members pursuant to Paragraph 4.2 hereof if the Liquidated Damages Payment shall not have been paid in full on or before the first annual anniversary of the date on which the Liquidated Damages Payment was first owing to the Company.

          3.4.9 If Physician Group shall be required to pay “liquidated damages” (hereinafter “Non-competition Damages”) as a result of a breach of a covenant not to compete by a former employee of Physician Group in accordance with the provisions of Section 3.10 of the Service Agreement, then the following provisions shall apply:

      (i) Physician Group’s Capital Account shall not be increased upon the payment of the Non-competition Damages;

     (ii) Physician Group may elect to pay Non-competition Damages in cash or, at the option of Physician Group, may elect to reduce its Capital Account or make payment exclusively from the distributions owing thereto made by the Company pursuant to Paragraph 4.2 hereof in the manner as set forth in Paragraph 3.4.8 hereof relating to the payment of Liquidated Damages Payment; and

     (iii) In the event Physician Group’s Capital Account shall be reduced as the result of a non-payment of Non-competition Damages and, subsequent to any such non-payment, a court of competent jurisdiction holds that the amount of damages owing to Physician Group by its former employee as a result of the employee’s breach of the restrictive covenant is less than the Non-competition Damages, then the amount of the Non-competition Damages owing by Physician Group shall be deemed to have been equal to the amount as determined by the court of competent jurisdiction and Physician Group’s Capital Account shall be increased by an amount equal to the difference between (x) the amount of Non-Competition Damages and (y) the amount of damages determined by the court to be owing to Physician Group by its former employee.

Confidential and Proprietary:
Disclosure Prohibited

11

     3.5 Loans. Any Member, with the consent of the Board of Managers, may lend money to the Company. If the Board of Managers or, with the written consent of the Board of Managers, any Member makes any loan or loans to the Company, the amount of any such loan shall not be treated as a contribution to the capital of the Company but shall be a debt due from the Company. Any Member’s loan to the Company shall be repayable out of the Company’s cash and shall bear interest at prevailing market rates. None of the Members nor any of their Affiliates shall be obligated to loan money to the Company.

PARAGRAPH 4. ALLOCATIONS AND DISTRIBUTION.

     4. 1 Allocations of Profit or Loss. All items of income or loss of the Company shall be allocated to the Members in accordance with the provisions of Exhibit A attached hereto, which is hereby incorporated by reference for all purposes of this Agreement.

     4.2 Distribution of Excess Cash.

          4.2.1 Except as may be otherwise provided in Paragraph 9,3, or as may otherwise be prohibited or required by applicable law, the Board of Managers may determine in its reasonable judgment to what extent (if any) the Company’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve. If such an excess exists, the Board of Managers will cause the Company to distribute such excess to the Members, pro rata in accordance with their respective Sharing Percentages. not less often than quarterly.

          4.2.2 Notwithstanding the foregoing, the Board of Managers will cause the Company to make distributions to the Members on a quarterly basis in amounts estimated by the Board of Managers to be sufficient to pay the Members respective Federal income tax liabilities (including estimated payments) on the income tax allocations pursuant to Paragraph 4.1, assuming tax would be due with respect to such allocations at the maximum marginal tax rate applicable to individuals.

          4.3 Distributions of Cash on New Issuances of Units. If additional Units are issued by the Company pursuant to Paragraph 6.5 below, the cash paid to the Company for such Units shall be distributed by the Company to the Members and the Members agree that any such issuance and distributions constitute, and shall be reported as, a sale of Units by the Members receiving such cash to the newly admitted Members. In lieu of treating the transaction as a sale of Units by the Members, the Board of Managers may elect to treat the issuance and sale of additional Units as a contribution to the Company of the proceeds of the sale of such additional Units, in which case the Company shall retain all such proceeds. In such case, each Member shall retain all Units held by it and the Sharing Percentages of all Members shall be adjusted appropriately in accordance with Paragraph 1 hereof.

Confidential and Proprietary:
Disclosure Prohibited

12

PARAGRAPH 5. MANAGEMENT, RIGHTS, POWERS AND DUTIES.

      5.1 Management and Board of Managers. Subject to any provision or limitations of the Articles of Organization, this Agreement (including without limitation the provisions of Paragraph 5.8.7) and the Act that limit the power of Managers, the business and affairs of the Company shall be managed and all company powers shall be exercised by or under the direction of the Board of Managers. The Board of Managers shall delegate to an Executive Manager the management of certain operations of the business of the Company as shall be agreed, from time to time, between the Executive Manager and the Board of Managers; provided, however, that the business and affairs of the Company shall be managed and all Company powers shall be exercised under the ultimate direction of the Board of Managers. Each person serving on the Board of Managers shall be referred to herein as a “Manager”. The Company shall have six Managers. who shall be individuals. Columbia Sub shall appoint three of the Managers (the “Columbia Managers”) and Physician Group shall appoint three of the Managers (the “Physician Group Managers”). The Columbia Managers shall constitute one class of Managers and shall be entitled to one vote collectively, on all issues to come before the Board; the Physician Group Managers shall constitute one class of Managers and shall be entitled to one vote, collectively, on all issues to come before the Board. Each Manager shall serve at the pleasure of the Member who appointed him or her and may be removed, with or without cause, from the Board of Managers by the appointing Member. Each Manager shall be reappointed or replaced at the annual meeting of the Members. If a position of Manager becomes vacant for any reason, the Member who appointed the former Manager shall appoint a successor Manager to fill the vacancy. Notwithstanding the foregoing, if at any time a Member owns less than 20% of the Units then issued and outstanding, then such Member shall not be entitled to appoint any Managers.

     5.2 Duties. Each Manager shall devote such time to the business and affairs of (the Company as is necessary to carry out the Manager’s duties set forth in this Agreement.

     5.3 Standard of Care and Loyalty.

          5.3.1 Subject to the provisions of this Paragraph 5.3, the fiduciary duties a Manager owes to the Company and the other Members are those found in the Act.

          5.3.2 A Manager’s duty of care to the Company and the Members in the conduct or winding up of the Company business is limited to refraining from engaging in negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

          5.3.3 A Manager’s duty of loyalty to the Company and the Members is limited to the following:

Confidential and Proprietary:
Disclosure Prohibited

13

     (i) To account to the Company and hold as trustee for it any property. profit or benefit derived by the Manager in the conduct or winding up of the business of the Company or derived from a use by the Manager of property of the Company, including the appropriation of a Company opportunity, without the consent of the Members; and

     (ii) To refrain from dealing with the Company in the conduct or winding up of the Company business as or on behalf of a party having an interest adverse to the Company without the consent of the Members.

     5.4 Indemnification of Managers and Executive Manager.

          5.4.1 No Manager shall be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by such Manager within the scope of the authority conferred thereto by this Agreement or by the Board of Managers, and within the standard of care specified in Paragraph 5.3 hereof.

          5.4.2 None of the Executive Manager or any officer of the Company shall be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by such party within the scope of the authority conferred thereto by this Agreement or by the Board of Managers, unless such act constitutes grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of Law.

          5.4.3 For so long as the Executive Manager shall be an affiliate of Columbia Sub, Columbia Sub hereby agrees to guaranty, without limitation, any liability of the Executive Manager to any Member or to the Company arising from any act that violates the standard of care specified in Paragraph 5.4.2 hereof.

          5.4.4 The Company shall indemnify each Manager and Executive Manager for any act performed thereby within the scope of the authority conferred on such Manager or Executive Manager by this Agreement or by the Board of Managers, unless such act constitutes grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of Law.

     5.5 Compensation.

          5.5.1 Upon substantiation of the amount and purpose thereof, a Manager shall be entitled to reimbursement for expenses reasonably incurred, including but not limited to continuing education courses attended for the purpose of Increasing Board Members’ understanding and skills to enable them to provide knowledgeable and meaningful Board service, and advances reasonably made, in furtherance of the business of the Company.

Confidential and Proprietary:
Disclosure Prohibited

14

          5.5.2 As compensation and consideration for the performance of its duties and responsibilities as Executive Manager, the Executive Manager shall be entitled to receive a monthly management fee (the “Management Fee”), which shall equal that percentage of the Company’s net revenues for the preceding month as defined in the table-below:

Time Period	Percentage
On or before the first anniversary hereof:		1.25	%
After the first anniversary and on or before the second anniversary hereof:		1 .50	%
After the second anniversary and on or before the third anniversary hereof:		175	%
On or after the fourth anniversary hereof:		1.85	%

     Such management fee will be paid on or before the 20th day of each month after the month the Company starts to conduct business operations For purposes of this Paragraph 5.5.2. the Company’s net revenues shall mean its gross operating revenues less its contractual adjustments (including without limitation any patient refunds), administrative discounts, and uncollectible amounts as determined under the method of accounting approved by the Board of Managers, in accordance with generally accepted accounting principles and consistent with Columbia’s historical practices.

     5.6 Officers. The Company shall have a chief executive officer and a secretary, each of whom shall be appointed and removed by the Board of Managers in accordance with the provisions of Paragraph 5.8.7 hereof. The chief executive officer shall initially be David A. Hile. shall be an employee of, and compensated by, the Company, and shall be responsible for the day- to-day operation of the business of the Company subject to the direction of the Board of Managers. The Board of Managers may, from time to time, appoint additional officers of the Company. Any additional officers so appointed shall have such authority and perform such duties as the Board of Managers may, from time to time, delegate to them. Unless the Board of Managers decides otherwise, if the title of an officer is one commonly used for an officer of a business corporation formed under the general corporation act in effect in the state of Kansas, the use of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office. Any number of offices may be held by the same individual except the offices of chief executive officer and secretary. The salaries or other compensation, if any, of the officers and agents of the Company shall be, fixed from time to time by the Board of Managers. Any officer may be removed as such, either with or without cause, by the Board of Managers in accordance with the provisions of Paragraph 5.8.7 hereof.

Confidential and Proprietary:
Disclosure Prohibited

15

     5.7 Committees.

          5.7.1 Committees. The Board of Managers may, by resolution adopted by both classes of Managers, designate one or more committees, each consisting of two or more Managers, to serve at the pleasure of the Board of Managers. Any committee designated by the Board of Managers may take action only through a majority vote of its Members.

          5.7.2 Alternate Members. The Board of Managers may designate one or more Managers as alternate members of any committee to replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of both classes of Managers.

          5.7.3 Authority. Any such committee, to the extent provided in the resolution of the Board of Managers, shall have all the authority of the Board of Managers, except with respect to: (i) approving any action for which Members’ approval or approval of the outstanding Membership Interests is required by law; (ii) approving any action described in Paragraph 5.8.7 of this Agreement; or (iii) appointing other committees of the Board of Managers or the Members thereof.

          5.7.4 Chairman. The Board of Managers shall designate a chairman for each committee who shall have the sole power to call any committee meeting other than a meeting set by the Board of Managers. Except as otherwise established by the Board of Managers, the provisions of this Agreement which apply to Managers shall apply to committees of the Board of Managers and actions by such committees, with those provisions being changed that should be changed in order to apply to such committees and their actions.

     5.8 Meetings of and Voting by Managers.

          5.8.1 Initial Meeting. The Board of Managers shall hold a regular meeting immediately after the meeting of Members at which it is elected and at the place where such meeting is held for the purpose of appointing officers of the Company and otherwise organizing and transacting other business. No notice of such meeting shall be required.

          5.8.2 Calling of Meetings. Meetings of the Board of Managers may be called by any two Managers.

          5.8.3 Regular Meetings. Regular meetings of the Board of Managers may be held without notice if the time and place of such meetings are fixed by the Board of Managers. Special meetings of the Board of Managers shall be held upon four days’ notice by mail or 48 hours’ notice delivered personally or by telephone, facsimile, or telegraph. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board of Managers.

Confidential and Proprietary:
Disclosure Prohibited

16

Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Manager. All such waivers, consents, and approvals shall be filed with the Company records or made a part of the minutes of the meeting.

          5.8.4 Adjournment. A majority of the Managers present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Managers who were not present at the time of the adjournment.

          5.8.5 Location. Meetings of the Board of Managers may be held at any place within or without of the State of Kansas which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive offices of the Company or any other place designated by resolution of the Board of Managers.

          5.8.6 Telephonic Meetings. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting pursuant to this Paragraph constitutes presence in person at such meeting.

          5.8.7 Activities Requiring Unanimous Approval of Managers. Unless only one class of Managers shall then be appointed in accordance with the provisions of Paragraph 5.1 hereof, the approval of both classes of Managers shall be required to approve all activities of the Company, including without limitation: (i) annual operating budgets, (ii) annual capital expenditure budgets, (iii) appointing and removing the Executive Manager and the Company’s chief executive officer, secretary and other key administrative personnel, (iv) acquisitions and capital expenditures, other than in accordance with the approved capital expenditure budget, including acquisitions, (v) draws under the capital expenditure loans and line of credit agreements, except to the extent necessary to pay budgeted items, (vi) assessments, (vii) the payment of any compensation to Members or their Affiliates, (viii) any transaction between the Company and a Manager, a Member, or any of their Affiliates, (ix) increases in reserves for purposes of determining Net Cash Flow, (x) amendments to this Agreement or to the Articles of Organization of the Company, (xi) distribution of Net Cash Flow, (xii) approvals of managed care contracts, (xiii) additional joint ventures, (xiv) debt financing, (xv) cash distributions, (xvi) issuance of membership interests to any new Member, (xvii) consent to a sale, assignment, transfer, pledge or hypothecation of any part of a Member’s interest in the Company in accordance with the provisions of Paragraph 6 hereof, (xviii) the dissolution of the Company, and (xix) a capital purchase outside the annual capital expenditure budget.

Confidential and Proprietary:
Disclosure Prohibited

17

          5.8.8 Ouorum. A majority of the authorized number of each class of Managers constitutes a quorum of the Board of Managers for the transaction of business.

          5.8.9 Action of Board. Every act or decision done or made by the mutual consent of both classes of Managers at a meeting duly held at which a quorum is present is the act of the Board of Managers (expressly including without limitation those activities enumerated in Paragraph 5.87 hereof). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Managers, if any action taken is approved by both classes of Managers.

          5.8. 10 Actions Taken Without Meeting. Any action required or permitted to be taken by the Board of Managers may be taken without a meeting, if all Managers shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Managers. Such action by written consent shall have the same force and effect as a unanimous vote of such Managers.

     5.9 Meetings of and Voting by Members.

          5.9.1 Location. All the meetings of Members shall be held at the principal executive office of the Company, or at any other place, within or without the State of Kansas, specified by the Board of Managers. The place of any meeting of Members shall be specified in the notice calling such meeting.

          5.9.2 Regular Meetings. The annual meeting of the Members shall be held during the month of January, or such other month as shall be designated by the Board of Managers. Each Member shall be given a minimum of 30 days notice of the date, time and location of the annual meeting.

          5.9.3 Special Meetings. A special meeting of the Members for any purpose or purposes whatsoever may be called at any time by any Manager, or by one or more Members holding Membership Interests entitled to cast, in the aggregate, in excess of 20% of the votes at the meeting. Upon request in writing to any Manager by any Member or Members entitled to call a special meeting of Members, the Manager to whom such request is made forthwith shall cause notice to be given to the Members entitled to vote that a meeting of the Members will be held at a time, requested by the Person or Persons calling the meeting, which shall be not less than ten nor more than two months before the meeting date.

Confidential and Proprietary:
Disclosure Prohibited

18

          5.9.4 Notice of Meetings.

     (i) Whenever Managers are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than ten days nor more than two months before the date of the meeting to each Member entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and the general nature of the business to be transacted, and no other business may be transacted at such meeting.

     (ii) Notice of a Members’ meeting or any report shall be given either personally or by first-class mail or other means of written communication, addressed to the Member at the address of such Member appearing on the books of the Company or given by the Member to the Company for the purpose of notice; or if no such address appears or is given, at the place where the principal executive office of the Company is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail postpaid and correctly addressed to the Member’s address shown on the Company’s current record of Members of when received if sent by other means of written communication.

     (iii) If any notice or report addressed to the Member at the address of such Member appearing on the books of the Company is returned to the Company by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the Member at such address, all future notices or reports shall be deemed to have been duly given without further mailing if any such notice or report shall be available for the Member at the principal executive office of the Company for a period of one year from the date of the giving of the notice or report to all other Members.

     (iv) When a Members’ meeting is adjourned to another time or 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 Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 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 Member of record entitled to vote at the meeting.

Confidential and Proprietary:
Disclosure Prohibited

19

          5.9.5 Consents to Members’ Meetings and Actions Without Meetings.

     (1) The actions taken at any meeting of Members, however called and noticed, and wherever held, have the same validity as if taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or consents to the holding of the meeting or approves of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a Person at a meeting shall constitute a waiver of notice of and presence at such meeting except when the Person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Attendance of a Person at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice but not so included, if such objection is expressly made at the beginning of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of Members need be specified in any written waiver of notice, except that any Member approval at a meeting, other than unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal so approved is stated in the notice of meeting or in any written waiver of notice.

     (ii) Any action that may be taken at any annual or special meeting of the Members may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken and signed by all the Members, shall be delivered to the Company within 60 days of the record date for that action.

          5.9.6 Quorum.

     (i) Members owning a majority of the Membership Interests, represented in person or by proxy, shall constitute a quorum at a meeting of Members. If a quorum is present at a duly held meeting, the affirmative vote of the majority of the Membership Interests, represented and voting at the meeting on any matter shall be the act of the Members unless the vote of a greater number or voting by classes is required by law, the Articles of Organization or this Agreement.

     (ii) The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the loss of a quorum, if any action taken after the loss of a quorum (other than adjournment) is approved by the requisite percentage of Membership Interests specified by law, or in the Articles of Organization or this Agreement.

Confidential and Proprietary:
Disclosure Prohibited

20

     (iii) In the absence of a quorum, any meeting of Members may be adjourned from time to time by the vote of a majority of the Membership Interests represented either in person or by proxy, but no other business may be transacted, except as provided above.

          5.9.7 Voting Rights of Members.

     (i) Except as otherwise provided by Law and except as may be otherwise provided in the Articles of Organization or this Agreement, each outstanding Membership Interest shall be entitled to a number of votes equal to its Percentage multiplied times 100 on each matter submitted to a vote of Members.

     (ii) Every Member may authorize another Person or Persons to act by proxy with respect to such Member’s Membership Interests. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Subject to the foregoing, every proxy shall continue in full force and effect until revoked by the Person executing it prior to the vote pursuant thereto. Such revocation may be effected by a writing delivered to the Company stating that the proxy is revoked or by a subsequent proxy executed by the Person executing the prior proxy and presented to the meeting, or, as to any meeting, by attendance at the meeting and voting in person by the Person executing the proxy. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such death or incapacity is received by the Company.

          5.9.8 Determination of Members of Record.

     (i) In order that the Company may determine the Members entitled to notice of any meeting or to vote, or entitled to receive any Distribution or to exercise any rights in respect of any other lawful action, a Manager, or Members representing more than 10% of the Membership Interests, may fix, in advance, a record date, which shall not be more than 60 nor less than ten days prior to the date of such meeting nor more than 60 days prior to any other action.

     (ii) If no record date is fixed: (i) the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held; (ii) the record date for determining Members entitled to give consent to Company action in writing without a meeting, shall be the day on which the first written consent is given: (iii) the record date for determining Members for any other purpose shall be at the close of business on the day on which the Board of Managers adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.

Confidential and Proprietary:
Disclosure Prohibited

21

     (iii) A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting unless the Manager or Members who called the meeting fix a new record date for the adjourned meeting, but the Manager or Members who called the meeting shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

     (iv) Members at the close of business on the record date are entitled to notice and to vote or to receive the Distribution, or to exercise the rights, as the case may be, notwithstanding any Transfer of any Membership Interests on the books of the Company after the record date, except as otherwise provided by Law, in the Articles of Organization or by agreement.

     5.10 Personal Service. Except as otherwise provided in this Agreement, no Member shall be required to perform services for the Company solely by virtue of being a Member. Unless approved by the Board of Managers, no Member shall perform services for the Company or be entitled to compensation for services performed for the Company.

     5.11 Limitation on Authority of Members.

          5.11.1 No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member.

          5.11.2 Any Member who takes any action or binds the Company in violation of this Paragraph 5.11 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

     5.12 Duties. Except as otherwise expressly provided in the Comprehensive Service Agreement and in this Agreement, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to that business or activity even if the business or activity competes with the business of the Company. Except as otherwise expressly provided in the Comprehensive Service Agreement, the organization of the Company shall be without prejudice to the Members’ respective rights (or the rights of their respective Affiliates) to maintain, expand, or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of any other Member or the Member’s Affiliates.

Confidential and Proprietary:
Disclosure Prohibited

22

     5.13 Abstention by Member or Manager. Notwithstanding anything in this Article V to the contrary, in the event the Manager shall be entitled to terminate the Service Agreement under Section 7.2 of the Service Agreement, Physician Group shall abstain, and shall cause the Managers appointed thereby to abstain, from any vote or action by the Members or Managers relating to the decision whether to terminate the Service Agreement; provided, however. Physician Group and its Managers shall have a right to be present at any meeting of Members or the Board of Managers called for the purpose of discussing, or making, the decision regarding the termination of the Service Agreement pursuant to the provisions of Section 7.2 of the Service Agreement.

PARAGRAPH 6. TRANSFER OF RIGHTS AND ADDITIONAL MEMBERS.

     6. 1 Transfers by Members. Except as otherwise set forth in this Paragraph 6. a Member may not sell, assign, transfer, pledge or hypothecate all or any part of its interest in the Company without the prior unanimous written consent of the Board of Managers. The Board of Managers. in its sole discretion, may withhold its consent to any such transfer with or without reasonable cause. If a Member receives the consent of the Board of Managers, he may sell his interest in the Company upon the satisfaction of the following conditions:

          6.1.1 The sale, transfer or assignment is with respect to one or more Units.

          6.1.2 The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Company interests, does not result in a sale or exchange within a 12 month period of 50% or more of the total interests in the Company’s capital and profits within the meaning of Code Section 708(b) (provided that such a sale, transfer or assignment may be completed it’ approved by the Board of Managers):

          6.1.3 The Member and his transferee execute, acknowledge and deliver to the Board of Managers such instruments of transfer and assignment with respect to such transaction as are in from and substance satisfactory to the Board of Managers;

          6.1.4 Unless waived in writing by the Board of Managers, the Member delivers to the Board of Managers an opinion of counsel satisfactory to the Board of Managers, covering such securities and tax laws and other aspects of the proposed transfer as the Board of Managers may reasonably request;

          6.1.5 The Member has furnished to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and

Confidential and Proprietary:
Disclosure Prohibited

23

          6.1.6 The Member pays the Company a transfer fee that is sufficient to pay all reasonable expenses of the Company (which shall include any and all expenses of the Board of Managers) in connection with such transaction.

     Any Member who thereafter sells, assigns or otherwise transfers all or any portion of his interest in the Company shall promptly notify the Board of Managers of such transfer and shall furnish to the Board of Managers the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder.

     Notwithstanding anything herein to the contrary, a Member may collaterally assign or grant to a creditor a security interest solely in his right to receive distributions from the Company.

     6.2 Substituted Member. No Person taking or acquiring, by whatever means, the interest of any Member in the Company, except as provided in Paragraph 6.1 hereof, shall be admitted as a Substituted Member, without the consent of the Board of Managers (which consent may be unreasonably withheld) and unless such Person:

     (i) Elects to become a Substituted Member by delivering notice of such election to the Company;

     (ii) Executes, acknowledges and delivers to the Company such other instruments as the Board of Managers may deem necessary or advisable to effect the admission of such Person as a Substituted Member, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

     (iii) Pays a transfer fee to the Company in an amount sufficient to cover all reasonable expenses connected with the admission of such Person as a Substituted Member.

     6.3 Basis Adjustment. Upon the transfer of all or part of an interest in the Company, at the request of the transferee of the interest the Tax Matters Partner may, in its sole discretion, cause the Company to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Company properties as provided by Sections 734 and 743 of the Code

     6.4 Transfer by the Columbia Sub and Physician Group. Notwithstanding any of the provisions of this Agreement to the contrary, the Columbia Sub and Physician Group may transfer, convey, sell or assign their interest herein to any Columbia Affiliates or Physician Group Affiliates, respectively.

Confidential and Proprietary:
Disclosure Prohibited

24

     6.5 Admission of Additional Members.

          6.5.1 The Board of Managers is authorized to issue Membership interests in the Company to Persons are eligible and to admit them to the Company as Additional Members, which in all instances shall comply with applicable securities laws. The Board of Managers is also authorized to issue additional Units to raise capital for the Company or for such other purposes as are permitted under terms of this Agreement (including, without limitation, the admission of Additional Members). The Board of Managers shall determine the consideration for such additional Units; provided, however, that such consideration shall be based on fair market value of the Company and any assets to be contributed to the Company (as determined by the Board of Managers and supported by a recent appraisal of an independent third-party with substantial experience in appraising healthcare assets). The Board of Managers shall have complete discretion in setting the other terms and conditions with respect to the Company for admitting Additional Members. The consideration must be fully paid in cash or property at the time of subscription. The Board of Managers will not permit any Person to become an Additional Member unless (a) such Person certifies in writing to the Board of Managers that the Person is eligible as a Member and agrees to be bound by the terms of this Agreement, and (b) if the Board of Managers deems it necessary or advisable, such Person enters into a noncompetition agreement with the Company that is satisfactory to the Board of Managers in all respects. The Board of Managers shall do all things necessary to comply with the Act and is authorized to do all things it deems to be necessary or advisable in connection with the Act and is authorized to do all things it deems to be necessary or advisable in connection with the Company for admitting any Additional Member, including, but no limited to, complying with any statute, rule, regulation or guideline issued by any federal, state or other governmental agency.

     (b) The Board of Managers shall treat the issuance and sale of additional Units as a contribution to the Company of the proceeds of the sale of such additional Units, and the Company shall retain the net amount of all such proceeds. As such, each Member shall retain all Units held by it and the Sharing Percentages of all Members shall be adjusted appropriately in accordance with Paragraph 3 hereof.

     6.6 Transfer Procedures. The Board of Managers shall establish a transfer procedure consistent with this Paragraph 6 to ensure that all conditions precedent to the admission of a Substituted Member or Additional Member have been complied with, and shall execute a certificate that such covenant has been complied with and shall, upon the written request of any Member, deliver to such Member a copy thereof.

     6.7 invalid Transfer. No transfer of an interest in the Company that is in violation of this Paragraph 6 shall be valid or effective, and the Company shall not recognize any improper transfer for the purposes of making allocations, payments of profits, return of capital contributions or other

Confidential and Proprietary:
Disclosure Prohibited

25

distributions with respect to such Company interest, or part thereof. The Company may enforce the provisions of this Paragraph 6 either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed transfers not in accordance with this Paragraph 6.

     6.8 Distributions and Allocations in Respect of a Transferred Ownership Interest. If any Member sells, assigns or transfers any part of his interest in the Company during any accounting period in compliance with the provisions of this Paragraph 6, Company income, gain, deductions and losses attributable to such interest for the respective period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the applicable accounting period in accordance with Code Section 706(d), using the daily proration method. All Company distributions on or before the effective date of such transfer shall be made to the transferor, and all such Company distributions thereafter shall be made to the transferee. Solely for purposes of making Company tax allocations and distributions, the Company shall recognize a transfer on the day following the day of transfer. The Company shall not incur any liability for making Company allocations and distributions in accordance with the provisions of this Paragraph 6.8, whether or not the Board of Managers or the Company has knowledge of any transfer of any interest in the Company or part thereof where the transferee is not admitted as a Substituted Member.

     6.9 Additional Requirements of Admission to Company. The Board of Managers shall not admit any Person as a Member if such admission would have the effect of causing the Company to be re-classified for federal income tax purposes as an association (taxable as a corporation under the Code), or which would violate any Medicare or other health care law, rule or regulation, or which would violate applicable exemptions from securities registration and securities disclosure provisions under federal and state securities laws.

     6.10 Amendment to Exhibit B The Manager shall amend Exhibit B attached to this Agreement from time to time to reflect the admission of any successor Manager. Substituted Members or Additional Members, or the termination of any Member’s interest in the Company.

PARAGRAPH 7. RIGHT TO LIQUIDATE OR PURCHASE COMPANY INTERESTS.

     7.1 Right of First Refusal. Subject to the restrictions on transfer set forth in Paragraph 6 hereof. if any Member receives or obtains an offer from a third-party to acquire in any manner all or any part of his interest in the Company, which offer the Member intends to accept, the Member shall promptly notify the Board of Managers in writing of the offer received, including the name of the offeror. the number of whole or partial Units offered to be purchased, the proposed purchase price and the other terms and conditions of the offer. The Company shall have the option for a period of 60 days from the day it receives notice of such offer to purchase such Member’s interest in the Company on the same terms and conditions contained in the offer. The Company may exercise its option by notifying the Member proposing to sell prior to the end of the 60 day period of its intent to exercise the option. In the event the Company does not elect to exercise its right to purchase such

Confidential and Proprietary:
Disclosure Prohibited

26

Member’s Interest in the Company pursuant to this Paragraph 7.1. then the Members shall have the right to purchase such Member’s interest pro rata based on their Sharing Percentages. If (i) the Company and the Members fail to or indicate in writing that they will not exercise the option to purchase such Member’s Interests, or if the Company exercises the option but fails to effect the purchase within the prescribed period and (ii) the Board of Managers consents to the transfer in accordance with the provisions of Paragraph 6 hereof, the Member may convey or dispose of the part of the Member’s interest in the Company that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the Company. If terms and conditions more favorable to the proposed purchaser than, or in any material manner different from, those offered to the Company should be agreed to by the Member, the Company shall again have the option to purchase the selling Member’s interest in the Company which is subject to the more favorable or different purchase terms in accordance with this Paragraph 7. Upon purchase by the Company pursuant to this Paragraph 7.1, the Member’s interest shall be liquidated by the Company. The Company shall not be liable or accountable to any Member which attempts to transfer its interest in the Company for any loss, damage, expense, cost, or liability resulting from the Company’s exercise or failure to exercise the purchase option under this Paragraph 7, delay in notifying the Member of the Company’s intention not to exercise the purchase option, or its enforcement of the requirements of this Paragraph 7 in the event that it elects not to exercise the purchase option. The Company’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent of the Company to allow any third party transferee to become a Substituted Member, such consent being controlled by the provisions of Paragraph 6 hereof.

     7.2 Federal Income Tax Treatment. In the event the Company exercises the right to liquidate any Member’s interest in the Company under this Paragraph 7, 100% of all payments made by the Company to such Member hereunder in consideration for such Member’s Company interest will, for federal income tax purposes, be classified as a Code Section 736(b) payment except for such Member’s share of the Company’s “unrealized receivables,” as defined in Code Section 751(c) which will be classified as a Code Section 736(a)(1) payment. The Tax Matters Partner shall conclusively determine or cause to be determined any such Member’s share of “unrealized receivables.” Neither the Company nor the Tax Matters Partner shall be liable to any Person for any inaccuracy in determining any such Member’s share of the Company’s “unrealized receivables.”

PARAGRAPH 8. DISSOLUTION.

     8.1 Causes. Each Member expressly waives any right which he or it might otherwise have to dissolve the Company except as set forth in this Paragraph 8. The Company shall be dissolved upon the first to occur of the following

     (i) The Approval by the Members of an instrument dissolving the Company.

     (ii) The dissolution of the Company by judicial decree, and

Confidential and Proprietary:
Disclosure Prohibited

27

     (iii) The Board of Managers in its reasonable discretion determines that a rule, ordinance, regulation, statute or government pronouncement has or may be enacted that would make any material aspect of this Agreement or the activities conducted by the Company unlawful or eliminate or substantially reduce, either directly or indirectly, the benefits that would accrue to the Members with respect to continuing the Company’s business operations.

     Nothing contained in this Paragraph 8 is intended to grant to any Member the right to dissolve the Company at will (by retirement, resignation, withdrawal or otherwise), or to exonerate any Member from liability to the Company and the remaining Members if it dissolves the Company at will. Any dissolution at will of the Company, including dissolution caused under Paragraph 8.1 (ii), shall be in contravention of this Agreement for purposes of the Act. Dissolution of the Company under Paragraph 8.1(iii) shall not constitute a dissolution at will.

      8.2 Reconstitution. If the Company is dissolved as a result of an event described in Paragraph 8.1(i) or 8.1(ii), the Company may be reconstituted and its business continued if, within 90 days after the date of dissolution, all Members affirmatively elect to reconstitute the Company. agree on the identity of the new manager or managers, and execute an instrument confirming such facts. If the Company is reconstituted, an amendment to this Agreement shall be executed.

PARAGRAPH 9. WINDING UP AND TERMINATION.

     9.1 General. If the Company is dissolved and is not reconstituted, the Board of Managers or a Liquidator shall commence to wind up the affairs of the Company and to liquidate and sell the Company’s assets. The party or parties actually conducting such liquidation in accordance with the foregoing sentence, whether the Board of Managers or another Person acting as a Liquidator is herein referred to as the “Liquidator.” The Liquidator (if other than the Board of Managers) shall have sufficient business expertise and competence to conduct the winding up and termination of the Company and, in the course thereof, to cause the Company to perform any contracts which the Company has or thereafter enters into. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Company property under such liquidation, having due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator (if other than the Board of Managers) appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and those Members who own at least 80% of the aggregate Members’ Sharing Percentage. The Liquidator may resign at any time by giving 15 days prior written notice and may be removed at any time, with or without cause, by written notice of Members who own at least 80% of the aggregate Members’ Sharing Percentage. Upon the death dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the rights, powers and duties of the original Liquidator) will, within 30 days thereafter, be appointed by those Members who own at least 80% of the aggregate Members’ Sharing Percentage, evidenced by written appointment and acceptance. The right to appoint a successor or

Confidential and Proprietary:
Disclosure Prohibited

28

substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. The Liquidator shall have and may exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the Board of Managers under the terms of this agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator shall not be liable to the Members except to the extent provided in the Act and shall, while acting in such capacity on behalf of the Company, be entitled to the indemnification rights to the fullest extent permitted under the Act.

     9.2 Court Appointment of Liquidator. If, within 90 days following the date of dissolution or other time provided in Paragraph 9.1, a Liquidator or successor Liquidator has not been appointed in the manner provided therein, any interested party shall have the right to make application to any United States Federal District Judge (in his individual and not judicial capacity) for the District of Kansas for appointment of a Liquidator or successor Liquidator, and the Judge. acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate a Liquidator or successor Liquidator who shall have all the powers, duties, rights and authority of the Liquidator herein provided.

     9.3 Liquidation. The Liquidator shall give all notices to creditors of the Company and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Company, the assets of the Company (other than cash) shall be sold, its liabilities and obligations to creditors, including any Members who made loans to the Company as provided in Paragraph 3.7.2 hereof, and all expenses incurred in its liquidation shall be paid, and all resulting items of Company income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Members in accordance with Paragraph 3 hereof. All Company property shall be sold upon liquidation of the Company and no Company property shall be distributed in kind to the Members. Thereafter, all Company assets shall be distributed among all Members having positive Capital Account balances (as determined after giving effect to all adjustments attributable to allocations of items of profit and loss realized by the Company during the Fiscal Year in question (including items of profit and loss realized on the liquidation) and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution), pro rata in accordance with such positive Capital Account balances. This distribution shall be made no later than the end of the fiscal year during which the Company is liquidated (or, if later, 90 days after the date on which the Company is liquidated). Upon the completion of the liquidation of the Company and the distribution of all the Company funds, the Company shall terminate and the Liquidator shall have the authority to execute and record all documents required to effectuate the dissolution and termination of the Company. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Members may instead be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company property, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company or of the

Confidential and Proprietary:
Disclosure Prohibited

29

Members arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidator. in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

     9.4 Creation of Reserves. After making payment or provision for payment of all debts and liabilities of the Company and all expenses of liquidation, the Liquidator may set up such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company.

     9.5 Final Statement. Within a reasonable time following the completion of the liquidation. the Liquidator shall supply to each of the Members a statement which shall set forth the assets and the liabilities of the Company as of the date of complete liquidation, each Member’s pro rata portion of distributions under Paragraph 9.2 hereof, and the amount retained as reserves by the Liquidator under Paragraph 9.3 hereof.

PARAGRAPH 10. BANK ACCOUNTS; BOOKS; RECORDS; ACCOUNTING; TAX ELECTIONS .

     10.1 Bank Accounts; Investments. The Board of Managers may (i) establish one or more bank accounts into which all Company funds shall be deposited or (ii) deposit Company funds in a central account established in the name of Columbia or a Columbia Affiliate, provided that detailed separate entries are made on the books and records of the Company and on the books and records of Columbia or such Columbia Affiliate with respect to amounts received from the Company and deposited in such central account for the account of the Company and provided further that withdrawals from such central account shall be made only for the purpose of disbursing funds to the Company, paying Company costs, expenses, or liabilities, or making distributions to the Members under this Agreement. The daily balances of the funds of the Company deposited into such central account shall bear interest at a rate equal to the Federal AA Composite Commercial Paper Rate. Funds deposited in the Company’s bank accounts may be withdrawn only to pay Company debts or obligations or to be distributed to the Members under this Agreement. Company funds, however, may be invested in such securities and investments, as the Board of Managers may select, until withdrawn for Company purposes.

     10.2 Books and Records. The Board of Managers shall keep books of account and records relative to the Company’s business. The books shall be prepared in accordance with generally accepted accounting principles using the method of accounting approved by the Tax Matters Partner (as defined below). The method of accounting approved by the Board of Managers shall also be used by the Company for income tax purposes. The Company’s books and records shall at all times be maintained at the principal business office of the Company or its accountants (and to the extent required by the Act, at the registered office of the Company) and shall be available for inspection by the Members or their duly authorized representatives during reasonable

Confidential and Proprietary:
Disclosure Prohibited

30

business hours. The books and records shall be preserved for four years after the term of the Company ends.

     10.3 Determination of Profit and Loss; Audited Financial Statements. All items of Company income, expense, gain, loss, deduction and credit shall be determined with respect to, and allocated in accordance with, this Agreement for each Member for each Company fiscal year. Within 90 days after the end of each Company fiscal year, the Board of Managers shall cause to be prepared, at Company expense, financial statements of the Company for the preceding fiscal year, including, without limitation, a balance sheet, profit and loss statement, statement of cash flows and statement of the balances in the Members’ Capital Accounts, prepared in accordance with the terms of this Agreement and generally accepted accounting principles consistently applied with prior periods. These financial statements shall be available for inspection and copying during ordinary business hours at the reasonable request of any Member, and will be furnished to any other Member upon written request therefor.

     10.4 Tax Returns and Information. The Members intend for the Company to be treated as a partnership for tax purposes, but not for any other purposes. The Board of Managers shall prepare or cause to be prepared all federal, state and local income and other tax returns which the Company is required to file and shall furnish such returns to the Members, together with a copy of each Member’s Form K-1 and any other information which any Member may reasonably request relating to such returns, within the period required by law (including any applicable extension period available under the Code).

     10.5 Tax Audits. The Columbia Sub shall be the “tax matters partner” of the Company under Section 6231 (a)(7) of the Code (the “Tax Matters Partner”). The Columbia Sub shall inform the Members of all matters which may come to its attention in its capacity as tax matters partner by giving the Members notice thereof within ten days after becoming so informed. The Tax Matters Partner shall not take any action contemplated by Sections 6222 through 6232 of the Code unless the Tax Matters Partner has first given the Members notice of the contemplated action and received the Approval of the Members to the contemplated action. This provision is not intended to authorize the Tax Matters Partner to take any action which is left to the determination of the individual Member under Sections 6222 through 6232 of the Code.

     10.6 Fiscal Year. The Company fiscal year shall be the calendar year.

     10.7 Title to Property of the Company. All real and personal property acquired by the Company shall be acquired and held by the Company in the name of the Company.

Confidential and Proprietary:
Disclosure Prohibited

31

PARAGRAPH 11. SPECIAL COVENANTS OF THE MEMBERS.

     11.1 Members Right of First Refusal.

          11.1.1 The Physician Group hereby grams the Company the right to manage any new office location and agrees to pay the Company a management fee in the amount, and subject to the conditions, as set forth in the Service Agreement. Nothing in this Paragraph 11 is intended to prevent a Member from being a member of the medical staff, or referring patients to, any other hospital.

          11.1.2 Columbia Sub hereby grants the Company the right to acquire any medical practice, or to hire any physician, that Columbia Sub proposes to hire and employ in Harvey County, Kansas. If the Company shall not exercise its right to acquire any such medical practice or hire any such physician that Columbia Sub deems advisable, then Columbia Sub shall provide Physician Group with a proposal (the “Columbia Proposal”) that contains the terms of a firm offer that Columbia Sub desires to deliver to such practice or physician. The Physician Group shall have the right to make an offer to any such practice or physician that contains substantially the same terms and conditions as set forth in the Columbia Proposal. If the Physician Group does not make such offer to the practice or the physician within 30 business days after the receipt of the Columbia Proposal, then Columbia Sub, or an Affiliate thereof, may deliver the Columbia Proposal to such practice or physician and may proceed to the closing of any such acquisition of the practice or hiring of the physician in accordance with the terms set forth in such proposal.

     11. 2 Limitation. In the event of an actual or threatened breach by any Member of Paragraph 11.1 hereof, the Board of Managers shall be entitled to an injunction in any appropriate court in Harvey County, Kansas, restraining the actual or threatened breach by such Member. Nothing herein stated shall be construed as prohibiting any party hereto from pursuing any other remedies available for such breach or threatened breach, including the recovery of damages.

PARAGRAPH 12. GENERAL PROVISIONS.

     12.1 Assurances. Each Member shall execute all certificates and other documents and shall do all such filing, recording, publishing, and other acts as the Board of Managers deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

     12.2 Notification. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively a “Notice”) required or permitted under this Agreement must be in writing and either delivered personally or sent by certified or registered mail, postage

Confidential and Proprietary:
Disclosure Prohibited

32

prepaid, return receipt requested, or actually transmitted by the Person giving Notice by electronic means to the recipient. Any Notice to be given hereunder by the Company shall be given by the Board of Managers. A Notice must be addressed or transmitted to a Member at the Member’s last known address or facsimile number as reflected in the records of the Company. A Notice to the Company must be addressed to the principal executive office of the Company. A Notice delivered personally will be deemed given only when acknowledged in writing by the Person to whom it is delivered. A Notice that is sent by mail will be deemed given five days after it is mailed correctly addressed and with first class postage affixed. A Notice given by electronic means will be deemed given when actually transmitted to the recipient. Any party may designate, by Notice to all of the others, substitute addresses or addressees for Notices; and, thereafter, Notices are to be directed to those substitute addresses or addressees.

     12.3 Specific Performance. The parties recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any party who may be injured (in addition to any other remedies which may be available to that party) shall be entitled to one or more preliminary or permanent orders (i) restraining and enjoining any act which would constitute a breach or (ii) compelling the performance of any obligation which, if not performed, would constitute a breach.

     12.4 Complete Agreement. This Agreement and the Exhibits and Addenda attached hereto constitute the complete and exclusive statement of the agreement among the Members concerning the Company and supersede all prior written and oral statements, including any prior representation, statement, condition, or warranty. This Agreement may not be amended without the written consent of Members holding Sharing Percentages in excess of 80% of the total then issued and outstanding.

     12.5 Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Kansas.

     12.6 Paragraph Titles. The headings herein are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.

     12.7 Binding Provisions. This Agreement is binding upon, and to the limited extent specifically provided herein, inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and assigns.

Confidential and Proprietary:
Disclosure Prohibited

33

     12.8 Jurisdiction and Venue. Any suit involving any dispute or matter arising under this Agreement may only be brought in the appropriate United States District Court or State court located in: Harvey County, Kansas.

     12.9 Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the identity of the Person may in the context require.

     12.10 Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

     12.11 Counterparts. This Agreement may be executed in two or more counterparts. each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

     12.12 Estoppel Certificate. Each Member shall, within ten days after written request by the Board of Managers, deliver to the Board of Managers in care of the secretary a certificate stating, to the Member’s knowledge that; (a) this Agreement is in full force and effect; (b) this Agreement has not been modified except by any instrument or instruments identified in the certificate; and (c) there is no default hereunder by any requesting Person, or if there is a default, the nature and extent thereof.

     12.13 Dispute Resolution Procedure.

          12.13.1 Procedure. The Members shall attempt to resolve any disputes by reasonable businesslike negotiations in accordance with the following procedures, and without resort to litigation.

          12.13.2 Special Meetings. Any Member or any Members who own in the aggregate 20% or more of the aggregate Sharing Percentage of the Company may call a special meeting (“Special Meeting”) for the resolution of disputes. The Special Meeting shall be held at a mutually agreeable location no sooner than ten days nor later than 15 days of a written request for the meeting, which request shall specify the nature of the dispute to be resolved. The Special Meeting shall be attended by non-attorney representatives of the Members, who shall attempt in good faith to resolve the dispute and shall have reasonable authority to do so.

Confidential and Proprietary:
Disclosure Prohibited

34

          12.13.3 Mediation. If the dispute has not been resolved within 20 days after conclusion of the Special Meeting, any Member or any Members who own in the aggregate 20% or more of the aggregate Sharing Percentage of the Company may initiate mediation by delivering written notice to the other. Both Members shall attend and participate in the mediation, which shall be non-binding and without prejudice to any other rights or remedies which any party may have. The mediation proceeding shall be commenced within 30 days after the notice initiating mediation is delivered, and shall be conducted in Harvey County, Kansas by an impartial third party mediator who shall be selected by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with its procedures. The mediator, who shall have relevant healthcare background or experience satisfactory to the parties, shall be given any written statement(s) of the parties and may inspect any applicable documents. The mediator shall call a meeting of the members within ten business days of his/her selection. This meeting shall be attended by representatives of the members with reasonable authority to resolve the dispute. All costs of the mediation (including attorneys’ fees and costs and any mediation fees and expenses incurred) shall be borne by the Company unless the mediator determines that one of the members has acted frivolously or in bad faith. The comments or findings of the mediator shall be non-binding and without prejudice to the rights of any party.

          12.13.4 Settlement. If a result of the mediation, a voluntary settlement is reached and the Members agree that such settlement shall be reduced to writing, then the Members also agree that (a) the mediator shall be appointed an arbitrator for the sole purpose of signing the mediation agreement; (b) the agreement shall have the same force and effect as an arbitration award; and (c) judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

          12.13.5 Applicable Law. The Special Meeting and mediation proceedings shall be subject to the applicable laws of the State of Kansas.

          12.13.6 Statutes of Limitation. This dispute resolution procedure shall not in any way affect any statutes of limitation relating to any claim, dispute or other matter arising out of this Agreement.

THE HERTZLER CLINIC, P.A., a Kansas Professional Association
By:	/s/ Dwane M. Beckenhauer
	Name:	Dwane M. Beckenhauer, M. D.
	Title:	President

Confidential and Proprietary:
Disclosure Prohibited

35

KANSAS HEALTHCARE MANAGEMENT COMPANY, INC., a Kansas corporation
By:	/s/ Dwane M. Beckenhauer
	Name:	Dwane M. Beckenhauer, M.D.
	Title:	President
PIONEER VALLEY HOSPITAL, INC. D/B/A COLUMBIA HALSTEAD HOSPITAL, a Utah Corporation
By:	/s/ Kevin Gross
	Name:	Kevin Gross
	Title:	Vice President

Confidential and Proprietary:
Disclosure Prohibited

36

FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT
OF
KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC

     This First Amendment to the Amended and Restated Operating Agreement of Kansas Healthcare Management Services. LLC. dated as of the 29th day of July 1998. is by and among Pioneer Valley Hospital. Inc. d/b/a Columbia Halstead Hospital (“Columbia Sub”). The Hertzler Clinic, P.A. (the “Physician Group”) and Kansas Healthcare Management Company. Inc. (“Executive Manager”). which parties constitute all of the members (the “Members”) of Kansas Healthcare Management Services. LLC (the “Company”). Capitalized terms not herein defined shall have the meanings ascribed thereto in the Company’s Amended and Restated Operating Agreement. dated as of September 12, 1997 (the “Operating Agreement”).

     WHEREAS. the Physician Group has applied to the Manager for one or more loans (collectively, the “Loans”) of capital to be secured by the Physician Group’s Membership Interest in the Manager and. in the event of the termination of the Comprehensive Service Agreement. dated September 12. 1997. by and between the Manager and the Physician Group (the “Service Agreement”). secured by any amounts owing to the Physician Group held by the Manager in the Physician Group Account;

     WHEREAS. the Manager has determined that the fair market rate of interest to be charged for a loan of capital to the Physician Group secured by its Membership Interest in the Manager equals the prime rate of interest charged to commercial customers by the nation’s leading lending institutions as reported in the Wall Street Journal under the caption “Money Rate-Prime Rate” (the “Prime Rate”) plus two percent (2.0%): and

     WHEREAS. the parties hereto desire to amend the Operating Agreement to set forth the terms under which the Manager shall be permitted to lend money to the Physician Group:

     WHEREAS, the parties hereto desire to make such other temporary amendments to the Operating Agreement as they deem appropriate:

     NOW THEREFORE. in consideration of the premises and the mutual covenants set forth herein. the parties hereto agree as follows:

      Section 1. Authority of Manager to Make Loans. The Manager shall be permitted to make Loans. at any time and from time to time up to a total of Five Hundred Thousand Dollars ($500,000) pursuant to the terms and subject to the conditions hereinafter set forth.

      Section 2. Loan Committee. Because any transaction between the Physician Group and the Manager shall constitute a transaction with an interested party. the Members hereby establish a Loan Committee. which committee shall consist of the Columbia Managers and shall have the exclusive authority. in the name and on behalf of the Manager. to approve any loans made by the Manager to the Physician Group and to enforce the terms of any promissory notes issued in connection with such loans and any security interest granted with respect to such loans. The Loan Committee shall have

the right to refuse in its sole and absolute discretion to make a loan for any reason and to conduct a due diligence review of the Physician Group at any time, and from time to time including without limitation to inspect and make copies of any financial or corporate records of the Physician Group.

     Section 3. Terms of Loan:

          3.1 The loans made by the Manager to the Physician Group shall be demand loans that bear an annual rate of interest equal to the Prime Rate plus two percent (2.0%).

          3.2 Any loan made by the Manager to Physician Group shall be evidenced by a promissory note substantially in the form attached hereto as Exhibit I (collectively, “the Notes”).

          3.3 The Principal Amount as defined in Exhibit 1. plus all accrued and upaid interest for the Loans shall be repaid in full no later than twenty-four (24) months after the funds are made available to the Maker, as defined in Exhibit 1.

      Section 4. Events of Default. For so long as any indebtedness under the Notes (including without limitation, the costs and expenses of collection and penalties and late fees thereunder) shall be outstanding if any of the following events (“Events of Default”) shall occur and be continuing:

          (a) The Physician Group shall fail to pay the interest or principal on any of the Notes within five (5) calendar days of when due; or

          (b) The Physician Group shall default in the performance of any covenant or provision of the Service Agreement and such default continues for a period of ten (10) days: or

          (c) Any representations or warranty made by the Physician Group to the Manager during the course of any due diligence review of the Manager or in any certificate instrument or written statement made by the Physician Group to the Manager in connection with the Operating Agreement. Service Agreement or any Loan shall prove to have been incorrect when made in any material respect: or

          (d) The Physician Group shall fail to pay any indebtedness for borrowed money owing by the Physician Group or any interest or premium thereon when due (or if permitted by the terms of the relevant document within any applicable grace period), whether such indebtedness shall become due by scheduled maturity by required prepayment by acceleration by demand or otherwise or shall fail to perform any term covenant or agreement on its pan to be performed under any agreement or instrument evidencing or securing or relating to any indebtedness owing by the Physician Group when required to be performed if the effect of such failure to pay or perform is to accelerate or to permit the holder of the indebtedness to accelerate the maturity of such indebtedness: or

2

          (e) The Physician Group shall be involved in any financial difficulties as evidenced by (i) its admission in writing of its inability to pay its debts generally as they become due: (ii) its commencement of a voluntary case under Title 11 of the United States Bankruptcy Code as from time to time in effect. or by its authorizing by appropriate corporate proceedings. the commencement of such a voluntary case: (iii) its filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing any involuntary case under said Title 11. or seeking. consenting to or acquiescing in the relief therein provided, or by its failing to controvert timely the material allegations of any such petition: (iv) the entry of an order for relief in any involuntary case commenced under said Title 11. which order is not dismissed within sixty (60) days: (v) its seeking relief as a debtor under any applicable law of an jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors. or by consenting to or acquiescing in such relief: (vi)the entry of an order by a court of competent jurisdiction (A) finding it to be bankrupt or insolvent. (B) ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its creditors. or (C) assuming custody of or appointing a receiver or custodian for all or a substantial part of its property. which order is not dismissed within sixty (60) days: or (vii) its making an assignment for the benefit of or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property: or

          (f) Any judgment. writ, warrant of attachment or execution or similar process shall be issued or levied against the Physician Group or its properties in an amount in excess of ten percent (10%) or more of the value of the Physician Group’s assets. income or stockholders’ equity and such judgment. writ or similar process shall not be released. vacated or fully bonded within sixty (60) days after its issue or levy: or

          (g) The termination of the Service Agreement for any reason whatsoever:

then. in any such event, the Loan Committee by notice to the Physician Group may declare an event of default after which declaration: (i) the entire unpaid principal amount of the Notes. all interest accrued and unpaid thereon and all other amounts payable under the Notes shall be forthwith due and payable and (ii) if payment of the total amount owing under subsection (i) hereof is not paid in full by the Physician Group within five (5) calendar days. the Physician Group’s Capital Account in the Manager shall, without any action on the part of the Physician Group’s Membership Interests in the Manager shall be reduced proportionally: provided, however, that in the event the Service Agreement shall be terminated for any reason whatsoever, the Manager shall have the right to withhold such amount from any distribution to Physician Group of collections deposited in the Physician Group Account.

     Section 5. Security Interest. Upon the request of the Manager the Physician Group shall execute any Security Agreement and file any instruments or documents required to perfect a security interest in the Membership Interests or the amounts owing to the Physician Group from the Physician Group Account, including, without limitation, filing a Form UCC-l at the locations required to perfect a security interest under the laws of Kansas then in effect.

3

     Section 6. Temporary Amendment to Exhibit A. For the six (6) month period beginning June 30. 1998 and ending December 31. 1998. Section 3.4.4 of Exhibit A of the Operating Agreement shall be amended as follows:

The physician Group shall not be obligated to make any Liquidated Damages Payment hereunder in the event it shall hire. on or before the 180th day immediately following the date on which the Physician’s employment with the Physician Group shall have been terminated, a Replacement Physician (as defined below). In the event the Physician Group shall hire a Replacement Physician after the 180th day, but on or before the 270th day. immediately following the termination of the Physicians employment then the amount of the Liquidated Damages payment owing by the Physician Group to the Company shall be reduced by an amount equal to the product of(a) the amount of Liquidated Damages Payment owing by the Physician Group and (b) one minus a fraction (x) the numerator of which is equal to the number of days that shall have elapsed during the period beginning on the 180th day. and ending on the 270th day. immediately following the termination of the Physician’s employment and (y) the denominator of which is equal to 90. As used herein the term “Replacement Physician” shall mean any physician or physicians hired by the Physician Group who shall perform the same duties as the Physician whose employment with the Physician Group shall have been terminated, and shall be approved by the Managing Board, in its reasonable judgment. based upon the following five factors: (i) specialty of medical practice: (ii) education and training: (iii) experience: (iv) board certification or eligibility for board certification: and (v) any of the matters set forth in Section 6.1 of the Service Agreement.

This amendment shall expire on December 31. 1998. and beginning January 1. 1999 the original terms of Section 3.3.4 of Exhibit A of the Operating Agreement shall be in full force and effect.

     Section 7. Operating Agreement. The terms of the Operating Agreement not amended hereby shall, except as the context unambiguously requires. remain in full force and effect.

     Section 8. Entire Agreement. This Amendment. together with the portions of the Operating Agreement not amended hereby. contain the entire agreement among the parties hereto with respect to the subject matter hereof and supersede and replace all other prior agreements. whether written or oral. among the parties hereto.

     Section 9. Counterparts. This Amendment may be executed in one or more counterparts. each of which shall be deemed an original and all of which together shall constitute one and the same document.

4

THE HERTZLER CLINIC. P.A.. a Kansas Professional Association,
By:	/s/ Dwane M. Beckenhauer, M.D.
	Name:	Dwane M. Beckenhauer, M.D.
	Title:	President
KANSAS HEALTHCARE MANAGEMENT COMPANY. INC., a Kansas corporation
By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	Secretary
PIONEER VALLEY HOSPITAL, INC. D/B/A COLUMBIA HALSTEAD HOSPITAL. a Utah corporation
By:	/s/ [ILLEGIBLE]
	Name:	[ILLEGIBLE]
	Title:	[ILLEGIBLE]

5

EX-3.125

Exhibit 3.125

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “KENTUCKY HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF FEBRUARY, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF MAY, A.D. 1999, AT 3:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “KENTUCKY HOSPITAL, LLC”.

3005119     8100H 110292381
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619909
		DATE: 03-14-11
You may verify this certificate online at corp. delaware. gov/authver. shtml

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 02/16/1999

991058604 — 3005119

CERTIFICATE OF FORMATION
OF
KENTUCKY HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Kentucky Hospital, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 10805.

          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 15, 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 03:30 PM 05/07/1999

991183687 — 3005119

CERTIFICATE OF MERGER

OF

HOSPITAL CORPORATION OF KENTUCKY

INTO

KENTUCKY HOSPITAL, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Kentucky Hospital, LLC (the “LLC”)	Delaware
Hospital Corporation of Kentucky (the “Company”)	Kentucky

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities in accordance with the requirements of Section 18-209 of the Delaware Limited Liability Company Act and Section 271B.11-060 of the Kentucky Business Corporation Act.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Kentucky Hospital, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on May 7, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 6th of May, 1999.

KENTUCKY HOSPITAL, LLC
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Manager

HOSPITAL CORPORATION OF KENTUCKY
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041083 — 3005119

CERTIFICATE OF AMENDMENT

OF

Kentucky Hospital, LLC

     1. The name of the limited liability company is Kentucky Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Kentucky Hospital, LLC this 15 day of January, 2002.

Kentucky Hospital, LLC
/s/ William F. Carpenter III
William F. Carpenter III,
Title	Manager

EX-3.126

Exhibit 3.126

LIMITED LIABILITY COMPANY AGREEMENT
OF
KENTUCKY HOSPITAL, LLC

          This Limited Liability Company Agreement of Kentucky Hospital, LLC, effective as of February 16, 1999 (this “Agreement”), is entered into by Hospital Corporation of Kentucky as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. §. 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Kentucky Hospital, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers.The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions, Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

2

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 6th day of May,1999.

HOSPITAL CORPORATION OF KENTUCKY
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

          Effective as of May 7, 1999 (the “Merger Date”), Hospital Corporation of Kentucky (“Hospital Corporation”) merged with and into Kentucky Hospital, LLC, a limited liability company of which Hospital Corporation was the sole member (“Kentucky Hospital”),whereupon Healthtrust, Inc. — The Hospital Company, the sole shareholder of Hospital Corporation (“Healthtrust”). became the sole member of Kentucky Hospital. Attached hereto is a copy of the Limited Liability Company Agreement of Kentucky Hospital (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Hospital Corporation as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

IN WITNESS WHEREOF. Healthtrust has executed this Addendum on the 7^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

          Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust’) assigned, transferred and conveyed its 100% limited liability company interest in Kentucky Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the ‘Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

          IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R.Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

          Effective as of May 11,1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Kentucky Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

          IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R.Milton Johnson
	R.Milton Johnson
	Vice President

ADDENDUM

          Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Kentucky Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

          IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1 

EX-3.127

Exhibit 3.127

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “KENTUCKY MEDSERV, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTEENTH DAY OF FEBRUARY, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF MAY, A.D. 1999, AT 3:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “KENTUCKY MEDSERV, LLC”.

3006950     8100H 110292389
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8619915
		DATE: 03-14-11
You may verify this certificate online at corp. delaware. gov/authver. shtml

STATE OF DELAWARE    
SECRETARY OF STATE    
     DIVISION OF CORPORATIONS
   FILED 09:00 AM 02/18/1999
991065204 — 3006950    

CERTIFICATE OF FORMATION
OF
KENTUCKY MEDSERV, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Kentucky Medserv, 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 18, 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 03:30 PM 05/07/1999 
991183695 — 3006950     

CERTIFICATE OF MERGER

OF

KENTUCKY IMS, INC.

INTO

KENTUCKY MEDSERV, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

     The undersigned limited liability company and corporation DO HEREBY CERTIFY:

     FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Kentucky Medserv, LLC (the “LLC”)	Delaware
Kentucky IMS, Inc. (the “Company”)	Kentucky

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities in accordance with the requirements of Section 18-209 of the Delaware Limited Liability Company Act and Section 271B.11-060 of the Kentucky Business Corporation Act.

     THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Kentucky Medserv, LLC.

     FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on May 7, 1999.

*****

2

     IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 6th of May, 1999.

KENTUCKY MEDSERV, LLC
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Manager
KENTUCKY IMS, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE     
SECRETARY OF STATE    
 DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002 
020040927 — 3006950    

CERTIFICATE OF AMENDMENT

OF

Kentucky Medserv, LLC

     1. The name of the limited liability company is Kentucky Medserv, 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 Kentucky Medserv, LLC this 15 day of January 2002.

Kentucky Medserv, LLC
 

/s/ William F. Carpenter III,  

William F. Carpenter III 

Title Manager  

EX-3.128

Exhibit 3.128

LIMITED LIABILITY COMPANY AGREEMENT
OF
KENTUCKY MEDSERV, LLC

          This Limited Liability Company Agreement of Kentucky Medserv, LLC, effective as of February 18, 1999 (this “Agreement”), is entered into by Kentucky IMS, Inc. as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101,et seq.), as amended from time to time (the “Act”), and hereby agrees as follows

          1. Name. The name of the limited liability company formed hereby is Kentucky Medserv, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such persons earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquirer.

2

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

*****

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 6th day of May, 1999.

KENTUCKY IMS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Merger Date”), Kentucky IMS, Inc. (‘Kentucky IMS”) merged with and into Kentucky Medserv, LLC, a limited liability company of which Kentucky IMS was the sole member (“Kentucky Medserv”), whereupon Healthtrust, Inc. — The Hospital Company, the sole shareholder of Kentucky IMS (“Healthtrust”), became the sole member of Kentucky Medserv. Attached hereto is a copy of the Limited Liability Company Agreement of Kentucky Medserv (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Kentucky IMS as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 7^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (‘Healthtrust’) assigned, transferred and conveyed its 100% limited liability company interest in Kentucky Medserv, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Kentucky Medserv, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Kentucky Medserv, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.129

Exhibit 3.129

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “KENTUCKY MSO, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A. M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A. D. 2002, AT 10 O’CLOCK A. M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “KENTUCKY MSO, LLC”.

2980115     8100H 110292761
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620198
		DATE: 03-14-11
You may verify this certificate online at corp. delaware. gov/authver. shtml

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/15/1998
981485604 — 2980115

CERTIFICATE OF FORMATION
OF
KENTUCKY MSO, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Kentucky MSO, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040939 — 2980115

CERTIFICATE OF AMENDMENT

OF

Kentucky MSO, LLC

     1. The name of the limited liability company is Kentucky MSO, 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 Kentucky MSO, LLC this 15 day of January, 2002

Kentucky MSO, LLC 

/s/ William F. Carpenter III 

William F. Carpenter III 

Title Manager

EX-3.130

Exhibit 3.130

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
KENTUCKY MSO, LLC

          This Amended and Restated Limited Liability Company Agreement of Kentucky MSQ, LLC, is entered into by Kentucky IMS, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Kentucky MSO, LLC, effective as of December 15, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Kentucky MSO, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment arid Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed n accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

KENTUCKY IMS, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

          Effective as of May 7, 1999 (the “Effective Date”), Kentucky IMS, Inc. (“Kentucky IMS”) assigned, transferred and conveyed its 100% limited liability company interest in Kentucky MSO, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Kentucky IMS as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

          IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.131

Exhibit 3.131

Elaine N. Walker

Secretary of State

Certificate

     I, Elaine N. Walker, Secretary of State for the Commonwealth of Kentucky, do hereby certify that the foregoing writing has been carefully compared by me with the original thereof, now in my official custody as Secretary of State and remaining on file in my office, and found to be a true and correct copy of

ARTICLES OF INCORPORATION OF

KENTUCKY PHYSICIAN SERVICES, INC. FILED AUGUST 26,1998;

STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH FILED MAY 9, 2001;

STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OR BOTH FILED FEBRUARY 11, 2002;

STATEMENT OF CHANGE OF REGISTERED AGENT NAME/ADDRESS FILED SEPTEMBER 16, 2008;

STATEMENT OF CHANGE OF REGISTERED AGENT NAME/ ADDRESS FILED APRIL 19, 2010.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal at Frankfort, Kentucky, this 14th day of March, 2011.

	/s/ Elaine N. Walker
	Elaine N. Walker
	Secretary of State Commonwealth of Kentucky dwilliams/0461241 — Certificate ID: 110963

RECEIVED & FILED
98 AUG 26 PM 12:08
JOHN Y. BROWN III
SECRETARY OF STATE
[ILLEGIBLE]

ARTICLES OF INCORPORATION
OF
KENTUCKY PHYSICIAN SERVICES, INC.

     The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit pursuant to the provisions of the Kentucky Business Corporation Act.

     FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is

KENTUCKY PHYSICIAN SERVICES, INC.

     SECOND: The number of shares which the corporation is authorized to issue is 1,000, all of which are of a par value of $1.00 dollars each and are of the same class and are to Common shares.

     THIRD: The street address of the initial registered office of the corporation in the Commonwealth of Kentucky is 421 West Main Street, Frankfort, Kentucky 40601.

     The name of the initial registered agent of the corporation at the said registered office is The Prentice-Hall Corporation System, Inc.

     FOURTH: The mailing address of the principal office of the corporation is:

One Park Plaza
Nashville, Tennessee 37023

     FIFTH: The name and the mailing address of the incorporator are:

Cynthia C. Greene            One Park Plaza

Nashville, TN 37203

     SIXTH: The purposes for which the corporation is organized, which shall include the authority of the corporation to engage in any lawful business, are as follows:

          To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, mixed property of any and all kinds, together with the components, resultants, and by-products thereof, to acquire by purchase or otherwise own,

hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge improve, and to aid or subscribe toward the construction, acquisition, or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements, and supplies necessary, or [ILLEGIBLE] lo, or connected with any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

     To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold sell convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in, and dispose of real estate, real property, lands, multiple-dealing structures, houses, buildings, and other works and any interest or right therein; to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of as principal, agent broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, casements, privileges, closes in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held or disposed of, and to acquire, purchase, sell, assign, transfer, dispose of, and generative deal in and with, as principal, agent broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, constructing building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

     To apply for, register, obtain, purchase, lease, take licenses in respect of, or otherwise acquire and to hold own use operate, develop, enjoy, turn to account grant licenses and arrangements as respect of, manufacture under and to introduce, sell, assign, mortgage, pledge, or otherwise dispose of, and in any manner deal with and contract with reference to:

     (a) mentions, devices, formulae, processes, and any improvements and certifications thereof;

     (b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trademarks, trade symbols, and other indication or origin and ownership granted by or recognized under the laws of the United States of America or of any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or [ILLEGIBLE] thereunto;

     (c) franchises, licenses, grams, and concessions.

     To have all of the general powers granted to corporations organized under the Kentucky Business Corporation Act, whether granted buy specific statutory authority or by construction of law

     SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued, or may be reissued if the same have been reacquired and if their reissue is not prohibited, and any and all of such rights and options may be granted by the Board of Directors to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

     EIGHTH: The corporation shall, to the fullest extent permitted by the provisions of the Kentucky Business Corporation Act, as the same may be amended and supplemented, from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the Kentucky Business Corporation Act, and the same may be amended and supplemented.

     TENTH: Any action except the election of directors pursuant to KRS 271B.7-280 required or permitted by the provisions of the Kentucky Business Corporation Act to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action representing not less than eighty percent (or such higher percentage required by any provision of the Kentucky Business Corporation Act) of the votes entitled to be cast; provided, that prompt notice of the taking of any action by shareholders without a meeting under this Article by less than unanimous written consent shall be given to those shareholders entitled to vote on the action who have not consented in writing.

     ELEVENTH; The duration of the corporation shall be perpetual.

     Signed on August 24,1998.

/s/ Cynthia C. Greene  

Cynthia C. Greene, Incorporator 

COMMONWEALTH OF KENTUCKY
JOHN Y. BROWN III
SECRETARY OF STATE

STATEMENT OF CONSENT OF REGISTERED AGENT

Pursuant to the provisions of KRS Chapter 271B, 273,275 or 362, the undersigned hereby consents to act as registered agent on behalf of the business entity named below and for that purpose submits the following statements:

1. The business entity is  þ a corporation (KRS 271B or KRS 273)

  o a limited liability company (KRS 275)
  o a limited partnership (KRS 362)

2.	The name of the business entity is KENTUCKY PHYSICIAN SERVICES, INC.
3.	The state or country of incorporation, organization or formation is KENTUCKY
4.	The name of the initial registered agent is THE PRENTICE-HALL CORPORATION SYSTEM, INC.
5.	The street address of the registered office address in Kentucky is

421 WEST MAIN STREET, FRANKFORT, KY 40601

         [ILLEGIBLE]                                                                                     City                                       State                                Zip Code  

/s/ Karen B. Razer  

Karen B. Rozer ASST SEC 

Corporation Service Company
Type or Print Name & Title of applicable
Date: AUGUST 25, 1998 

[ILLEGIBLE]                                                                             (See attachment Sheet for instructions)

JOHN Y. BROWN III
SECRETARY OF STATE

0461241.09

John Y. Brown III
Secretary of State
Received and Filed
05/09/2001 11:59 AM
Fee Receipt: $10.00
Pcraine — P601

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH

Pursuant to the provisions of Chapter 271 B or 273 of the Kentucky Revised Statutes the undersigned hereby applies to change the registered office or registered agent, or both on behalf of

Kentucky Physician Services, Inc.
(Exact name of corporation)

which is organized in the state of Kentucky, and for that purpose submits the following statements:

1. Name of current registered agent	2. Registered agent is hereby changed to
The Prentice-Hall Corporation System, Inc.	Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company
3. Address of Current Registered Office	4. Registered Office is hereby changed to
421 West Main Street Frankfort, KY 40601	421 West Main Street, Frankfort, Kentucky 40601
The street address of the registered office and the business office of the registered agent, as changed will be identical.
5. Signature of officer or chairman of the board	6. Consent of Registered Agent
/s/ William F. Carpenter III Signature and Title William F. Carpenter III Secretary Type of Print Name and Title Dated: 04/30/2001	Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company (Print of type Name) consent to serve as the registered agent on behalf of the corporation By: [ILLEGIBLE] BRAIN COURTNEY, ASST V.P Type or Print & Title, if applicable

SSC-107(7/98) (See attached sheet for instruction)

COMMONWEALTH OF KENTUCKY
JOHN Y. BROWN III
SECRETARY OF STATE

0461241.09
John Y. Brown III
Secretary of State
Received and Filed
02/11/2002 10:38 AM
Fee Receipt: $10.00

STATEMENT OF CHANGE OF REGISTERED OFFICE OR AGENT, OR BOTH

Pursuant to the provisions of Chapter 271, B or 273 of the Kentucky Revised Statutes, the undersigned hereby applies to change the registered office or registered agent, or both on behalf of

Kentucky Physician Services, Inc.

[ILLEGIBLE]

which is organized in the state or country of Kentucky, and for that purpose submits the following statements:

1. Name of current registered agent	2. Registered agent is hereby changed to
CSC — Lawyers Incorporating Service Company	C T Corporation System
3. Address of Current Registered Office	4. Registered Office is hereby changed to
421 W. Main Street Frankfort, KY 40601	Kentucky Home Life Building Louisiville, Kentucky 40202
The street address of the registered office and the business office of the registered agent, as changed will be identical
5. Signature of Manager or Member	6. Consent of New Agent
/s/ William F. Carpenter III William F. Carpenter III Manager Date: 01/15/02	C T Corporation System consent to serve as the new registered agent on behalf of this limited liability company. [ILLEGIBLE]

SSC-107 (7/98) (See attached sheet for instructions)

EX-3.132

Exhibit 3.132

BY-LAWS

OF

KENTUCKY PHYSICIAN SERVICES, INC.

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Kentucky shall be located in the City of Louisville . The Corporation may have such other offices, either within or without the State of Kentucky 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 in the State of Kentucky and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of June or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Kentucky, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Kentucky, 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 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote 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.

     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 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,

2

whichever period is longer. Directors need not be residents of Kentucky nor need they be the holder of any shares of the capital stock of the Corporation.

     SECTION 2.1 COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the directors 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 of Kentuckyauthorize 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 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours previously thereto by written notice delivered personally or mailed to each director 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 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 5. 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 6. 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 7. VACANCIES. 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.

     SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no

3

time is specified, upon receipt thereof by the Board of Directors 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 DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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

4

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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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;

5

     (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 (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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.

6

     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

     SECTION 1. CERTIFICATES FOR SHARES. 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 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the corporation.

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 shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and other appropriate wording.

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 Corporation Laws of the State of Kentucky, 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 decreased 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-3.133

Exhibit 3.133

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LAKE CUMBERLAND CARDIOLOGY ASSOCIATES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRTY-FIRST DAY OF JULY, A.D. 2009, AT 3:54 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, “LAKE CUMBERLAND CARDIOLOGY ASSOCIATES, LLC”.

4715905     8100H 110292784
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620203
		DATE: 03-14-11
You may verify this certificate online at corp. delaware. gov/authver. shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:35 PM 07/31/2009

FILED 03:54 PM 07/31/2009

SRV 090745445 — 4715905 FILE

Certificate of Formation
of
Lake Cumberland Cardiology Associates, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Lake Cumberland Cardiology Associates, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of July 31, 2009.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.134

Exhibit 3.134

Limited Liability Company Agreement
of
Lake Cumberland Cardiology Associates, LLC

          This Limited Liability Company Agreement of Lake Cumberland Cardiology Associates, LLC, effective as of July 31, 2009 (this “Agreement”) is entered into by LifePoint of Lake Cumberland, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Lake Cumberland Cardiology Associates, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
W. Vail Willis, Senior Vice President
Michael S. Coggin, Senior Vice President
Christopher J. Monte, Vice President
Daniel Sykes, Vice President
Timothy D. Vaughn, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 31, 2009.

LifePoint of Lake Cumberland, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.135

Exhibit 3.135

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LAKE CUMBERLAND PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF DECEMBER, A.D. 2006, AT 6:39 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LAKE CUMBERLAND PHYSICIAN PRACTICES, LLC”.

4264759     8100H 110292794
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620212
		DATE: 03-14-11
You may verify this certificate online at corp. delaware. gov/authver. shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:12 PM 12/08/2006

FILED 06:39 PM 12/08/2006

SEV 061126052 — 4264759 FILE

Certificate of Formation
of
Lake Cumberland Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”, hereby certifies that:

     FIRST: The name of the limited liability company is Lake Cumberland Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 7, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.136

Exhibit 3.136

Limited Liability Company Agreement
of
Lake Cumberland Physician Practices, LLC

     This Limited Liability Company Agreement of Lake Cumberland Physician Practices, LLC, effective as of December 8, 2006 (this “Agreement”) is entered into by Lifepoint of Lake Cumberland, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Lake Cumberland Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal;

Thomas M. Weiss, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
Paul D. Gilbert, Senior Vice President
R. Scoff Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Thomas H. Butler, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution wider Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution arid winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of December 8, 2006.

LifePoint of Lake Cumberland, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.137

Exhibit 3.137

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LAKE CUMBERLAND REGIONAL HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE. THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF OCTOBER, AD. 1998, AT 9 O’CLOCK AM.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, AD. 2002, AT 10 O’CLOCK AM.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID

     CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LAKE CUMBERLAND REGIONAL HOSPITAL, LLC”.

296754     8100H		/s/ Jeffrey W. Bullock
110292799 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620219 DATE: 03-14-11

CERTIFICATE OF FORMATION
OF
LAKE CUMBERLAND REGIONAL HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Lake Cumberland Regional Hospital, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company. 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of October 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Tit1e: Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/19/1998

981402228 — 2956754

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040952 — 2956754

CERTIFICATE OF AMENDMENT

OF

Lake Cumberland Regional Hospital, LLC

     1. The name of the limited liability company is Lake Cumberland Regional Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Lake Cumberland Regional Hospital, LLC this 15 day of January, 2002.

Lake Cumberland Regional Hospital, LLC
 

/s/ William F. Corporation III  

William F. Corporation III 

Title Manager  

EX-3.138

Exhibit 3.138

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
LAKE CUMBERLAND REGIONAL HOSPITAL, LLC

     This Amended and Restated Limited Liability Company Agreement of Lake Cumberland Regional Hospital, LLC, is entered into by Lake Cumberland Health Care, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Lake Cumberland Regional Hospital, LLC, effective as of October 19, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Lake Cumberland Regional Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et. seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following; (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the day of April, 1999.

LAKE CUMBERLAND HEALTH CARE, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Lake Cumberland Regional Hospital LLC. a Delaware limited liability company (“LLC”), to LifePoint Hospitals Inc. (‘LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date. all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Lake Cumberland Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”). whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Lake Cumberland Health Care, Inc., a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date. all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Holdings 2. LLC (“Holdings 2”) assigned, transferred and conveyed its 100% limited liability company interest in Lake Cumberland Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 3, Inc. (“Holdings 3”), whereupon Holdings 3 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings 2 as the sole member (the “Member”) shall be deemed to be references to Holdings 3 as the Member.

     IN WITNESS WHEREOF, Holdings 3 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 3, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.139

Exhibit 3.139

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL ORGANIZATION, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF JULY, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL ORGANIZATION, LLC”.

3076908     8100H 110292806
		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620224
		DATE: 03-14-11
You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF FORMATION
OF
LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL
ORGANIZATION, LLC

     The undersigned, an authorized natural person, for the purpose of forming a Limited liability company, under the provisions and subject to the requirements of the State of Delaware particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Lake Cumberland Regional Physician Hospital Organization, LLC (the “Company”)

     SECOND; The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this; Certificate of Formation as of July 30 1999.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE     
SECRETARY OF STATE     
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/30/1999  
991315511 — 3076908     

STATE OF DELAWARE     
SECRETARY OF STATE    
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002  
020040966 — 3076908    

CERTIFICATE OF AMENDMENT

OF

Lake Cumberland Regional Physician Hospital Organization, LLC

     1. The name of the limited liability company is Lake Cumberland Regional Physician Hospital Organization, 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 Lake Cumberland Regional Physician Hospital Organization, LLC this 15 day of January 2002.

     Lake Cumberland Regional Physician Hospital Organization, LLC

/s/ William F. Carpenter III,  

William F. Carpenter III 

Title Manager
 

EX-3.140

Exhibit 3.140

LIMITED LIABILITY COMPANY AGREEMENT
OF
LAKE CUMBERLAND REGIONAL PHYSICIAN
HOSPITAL ORGANIZATION, LLC

     This Limited Liability Company Agreement of Lake Cumberland Regional Physician Hospital Organization, LLC, effective as of July 30, 1999 (this “Agreement”) is entered into by Lake Cumberland Health Care, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Lake Cumberland Regional Physician Hospital Organization, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Scott L. Mercy	Chairman and CEO
James M. Fleetwood	President and COO
Kenneth C. Donahey	Senior VP and CFO
William F. Carpenter III	Senior VP, General Counsel and Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from. time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 30th day of July, 1999.

LAKE CUMBERLAND HEALTH CARE, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.141

Exhibit 3.141

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LAKELAND COMMUNITY HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF SEPTEMBER, AD. 2002, AT 5 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “BURDICK WEST MEDICAL CENTER, LLC” TO “LAKELAND COMMUNITY HOSPITAL, LLC”, FILED THE TWENTIETH DAY OF MAY, A.D. 2003, AT 2:11 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LAKELAND COMMUNITY HOSPITAL, LLC”.

3566802     8100H		/s/ Jeffrey W. Bullock
110292817 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620226 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 09/09/2002

020562901 — 3566802

Certificate of Formation
of
Burdick West Medical Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Burdick West Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 9, 2002.

By:	/s/ William F. Carpenter
	William F. Carpenter III
	Authorized Person

Certificate of Amendment
To
Certificate of Formation
of
Burdick West Medical Center, LLC

     Pursuant to Section 202 of the Delaware Limited Liability Company Act (the “Act”), Burdick West Medical Center, LLC, a limited liability company duly organized and existing under and by virtue of the laws of the Act, DOES HEREBY CERTIFY:

          1. The name of the limited liability is Burdick West Medical Center, LLC.

          2. The Certificate of Formation is hereby amended by deleting the First Article thereof and substituting in lieu of said Article the following new Article:

               FIRST: The name of the limited liability company is Lakeland Community Hospital, LLC (the “Company”).

          3. The amendment shall be effective upon filing with the Secretary of State of Delaware.

     IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the Certificate of Formation to be executed this 14th day of May, 2003.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp Manager

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:00 PM 05/20/2003

FILED 02:11 PM 05/20/2003

SRV 030326646 — 3566802 FILE

EX-3.142

Exhibit 3.142

Limited Liability Company Agreement
of
Burdick West Medical Center, LLC

     This Limited Liability Company Agreement of Burdick West Medical Center, LLC, effective as of September 9, 2002 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Burdick West Medical Center, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

- 3 -

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford	President
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Michael A. Weichart	Vice President and Division CFO
Roberto G. Pantoja	Vice President and Controller
William E. Hoffman, Jr.	Vice President
Mary Kim E. Shipp	Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

- 4 -

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of September 9, 2002.

LifePoint Hospitals Holdings, Inc.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

- 5 -

EX-3.143

Exhibit 3.143

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LAKELAND PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF SEPTEMBER, A.D. 2002, AT 11 O’CLOCK A.M.

      CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “BURDICK WEST PHYSICIAN PRACTICES, LLC” TO “LAKELAND PHYSICIAN PRACTICES, LLC”, FILED THE TWENTY-SECOND DAY OF SEPTEMBER, A.D. 2003, AT 11:29 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, “LAKELAND PHYSICIAN PRACTICES, LLC”.

3570519   8100H
110292824

You may verify this certificate online
at corp. delaware. gov/authver.shtml /s/ Jeffrey W. Bullock   Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620234

DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:00 AM 09/19/2002

020584029 — 3570519

Certificate of Formation
of
Burdick West Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Burdick West Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 18, 2002.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

BOS_@LLC Subsidiary formation template-New@

- 2 -

Certificate of Amendment
to
Certificate of Formation
of
Burdick West Physician Practices, LLC

     Pursuant to Section 2.02 of the Delaware Limited Liability Company Act (the “Act”), Burdick West Physician Practices, LLC, a limited liability company duly organized and existing under and by virtue of the laws of the Act, DOES HEREBY CERTIFY:

1. The name of the limited liability Burdick West Physician Practices, LLC.

2. The Certificate of Formation is hereby amended by deleting the First Article thereof and substituting in lieu of said Article the following new Article:

FIRST: The name of the limited liability company is Lakeland Physician Practices, LLC (the “Company”).

3. The amendment shall be effective upon filing with the Secretary of State of Delaware.

     IN WITNESS WHEREOF, the sole member of the Company has caused this Certificate of Amendment to the Certificate of Formation to be executed this 22nd day of September, 2003.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Manager

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:39 AM 09/22/2003
FILED 11:29 AM 09/22/2003
SRV 030605376 — 3570519 FILE

EX-3.144

Exhibit 3.144

Limited Liability Company Agreement
of
Burdick West Physician Practices, LLC

          This Limited Liability Company Agreement of Burdick West Physician Practices, LLC, effective as of September 18, 2002 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Burdick West Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

BOS_@LLC Subsidiary formation template-New@

- 3 -

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford	President
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Michael A. Weichart	Division CFO
Roberto G. Pantoja	Vice President and Controller
May Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

BOS_@LLC Subsidiary formation template-New@

- 4 -

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of September 18, 2002.

LifePoint Hospitals Holdings, Inc.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

BOS_@LLC Subsidiary formation template-New@

- 5 -

EX-3.145

Exhibit 3.145

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LAMAR SURGERY CENTER, L.P.” AS RECEIVED AND FILED IN THIS OFFICE.

      THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

      CERTIFICATE OF LIMITED PARTNERSHIP, FILED THE THIRTIETH DAY OF OCTOBER, A.D. 2003, AT 6:36 O’CLOCK P.M.

      AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED PARTNERSHIP, “LAMAR SURGERY CENTER, L.P.”.

3722023 8100H		/s/ Jeffrey W. Bullock
110292831 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620238 DATE: 03-14-11

Certificate of Limited Partnership
of
Lamar Surgery Center, L.P.

     The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, hereby certifies that:

     FIRST: The name of the limited partnership is Lamar Surgery Center, L.P. (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     THIRD: The name and mailing address of the general partner is:

Northwest Medical Center-Winfield, LLC
103 Powell Court, Suite 200
Nashville, TN 37027

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of October 30, 2003.

By:	Northwest Medical Center-Winfield, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:30 PM 10/30/2003

FILED 06:36 PM 10/30/2003

SRV 030699499 — 3722023 FILE

EX-3.146

Exhibit 3.146

AGREEMENT

OF

LIMITED PARTNERSHIP

OF

LAMAR SURGERY CENTER, L.P.

THE PARTNERSHIP INTERESTS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE’S SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ABSENT SUCH REGISTRATION UNLESS, IN THE OPINION OF COUNSEL TO THE GENERAL PARTNER, SUCH REGISTRATION IS NOT REQUIRED.

AGREEMENT OF LIMITED PARTNERSHIP OF
LAMAR SURGERY CENTER, L.P.

TABLE OF CONTENTS

I. DEFINITIONS	1
II. ORGANIZATION	4
2.1. Formation	4
2.2. Name	5
2.3. Fictitious Business Name	5
III. PRINCIPAL PLACE OF BUSINESS	5
IV. BUSINESS	5
V. TERM	5
VI. CAPITAL CONTRIBUTION AND STATUS	5
6.1. Capital Contribution of the General Partner	5
6.2. Contribution of Original Limited Partner to Partnership Capital	5
6.3. Capital Contribution of the Limited Partners	5
6.4. Limited Liability	6
6.5. Role of Limited Partners	6
6.6. Withdrawal of Capital Contributions	6
6.7. Assessments	6
6.8. Loans	6
VII. EXPENSES OF THE PARTNERSHIP	6
7.1. Reimbursement of Expenses Incurred by the General Partner	6
7.2. Organizational and Offering Expenses	6
7.3. Compensation Receivable By the General Partner and Certain of its Affiliates	6
7.3.1. Management Fee	7
7.3.2. Facility Lease	7
7.3.3. Equipment Lease	7
7.3.4. Employee Lease Agreement	7
7.3.5. Contribution Agreement and Assumption Agreement	7
7.3.6. Cash Management and Revolving Credit Loan Agreement	7
VIII. ALLOCATION OF INCOME AND LOSSES; CASH DISTRIBUTIONS	8
8.1. Capital Accounts	8
8.2. Allocation of Net Income and Net Losses	8
8.3. Distribution of Available Cash Flow	8
8.4. Curative Allocations	8
8.5. Section 704(c) Allocations Code	8
8.6. Allocations in Case of Transfers	9
8.7. Consequences of Distributions	9
8.8 Interpretation	9
IX. RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER	9
9.1. Powers	9
9.2. Independent Activities	10

i

9.3. Duties	10
9.4. Advisory Board	10
9.5. Certain Limitations	10
9.6. Tax Matters Partner	11
X. TRANSFER OF INTERESTS IN THE PARTNERSHIP	12
10.1. In General	12
10.2. Substituted Limited Partners	13
10.3. Purchase of Units by the General Partner	13
XI. SPECIAL PROVISIONS	14
11.1. Terminating Event	14
11.2. Subsequent Legislation	14
11.3. Restriction on Ownership	15
11.4. Repurchase Event	15
11.5. Medical Malpractice Insurance	15
XII. RESIGNATION OR REMOVAL OF THE GENERAL PARTNER; ELECTION OF SUCCESSOR GENERAL PARTNER	15
12.1. Resignation of the General Partner	15
12.2. Removal of the General Partner	16
12.3. Notice of Resignation or Removal	16
12.4. Liability of the General Partner after Resignation or Removal	16
12.5. Continuing Interest of the General Partner after Resignation or Removal	16
12.6. Election of Successor General Partner	16
XIII. DISSOLUTION AND WINDING UP OF THE PARTNERSHIP	16
13.1. Dissolution of the Partnership	16
13.2. Winding Up of the Partnership	17
13.3. Election of Liquidating Trustee	17
XIV. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION	17
14.1. Books of Account	17
14.2. Financial Reports	17
14.3. Banking	18
14.4. Tax Election	18
14.5. Tax Returns	18
XV. POWER OF ATTORNEY	18
15.1. Appointment of Attorney-in-Fact	18
15.2. Qualification in Other States	18
15.3. Effect of Power	19
XVI. LIABILITY OF THE GENERAL PARTNER	19
16.1. Return of Capital Contributions	19
16.2. No Liability for Actions	19
16.3. Indemnification	19
XVII. MISCELLANEOUS	19
17.1. Notices	19
17.2. Section Captions	20
17.3. Severability	20
17.4. Amendments	20

ii

17.5. Meeting and Voting by Written Consent	21
17.6. Manner of Voting	21
17.7. Right to Rely Upon the Authority of the General Partner	22
17.8. Waiver of Action for Partition	22
17.9. Counterpart Execution	22
17.10. Parties in Interest	22
17.11. Integrated Agreement	22
17.12. Arbitration; Venue; Services of Process	22
17.13. Waiver	22
17.14. Construction	23

iii

AGREEMENT

OF

LIMITED PARTNERSHIP

OF

LAMAR SURGERY CENTER, L.P.

     Northwest Medical Center-Winfield, LLC, a Delaware limited liability company, with its principal office located at 103 Powell Court, Suite 200, Brentwood, Tennessee 37027 (the “General Partner”), and Michael Wiechart, a Tennessee resident, whose business address is 103 Powell Court, Suite 200, Brentwood, Tennessee 37027, as the original limited partner (the “Original Limited Partner”), and all of the persons who may become limited partners under the terms of this Agreement of Limited Partnership (each a “Limited Partner” and collectively the “Limited Partners”) do hereby certify that a Certificate of Limited Partnership was filed with the Secretary of State of Delaware on October 30, 2003, and this Agreement of Limited Partnership has been executed and a limited partnership has been formed under the Act (as defined below) on the terms set forth herein.

     The parties hereto agree as follows:

I. DEFINITIONS

     When used in this Agreement of Limited Partnership, the following terms shall have the meanings set forth below.

     1.1. “Act” means the Delaware Revised Uniform Limited Partnership Act, being chapter 17 of Title 6 of the Delaware Code, as amended from time to time.

     1.2. “Affiliate” means (i) any person directly or indirectly controlling, controlled by or under common control with another person; (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person; (iii) any officer, director or partner of such person; and (iv) if such other person is an officer, director or partner, any company for which such person acts in any such capacity, and, in the case of a Limited Partner, other than the General Partner, also includes (a) such Limited Partner’s Family Members, (b) any trust for the benefit of such Limited Partner or a Family Member of such Limited Partner, (c) any Affiliate of a Family Member of a Limited Partner and (d) any entity through or to which the Limited Partner provides medical services.

     1.3. “Agreement” means this Agreement of Limited Partnership, as amended from time to time.

     1.4. “Available Cash Flow” means all cash funds of the Partnership on hand at the end of each calendar quarter of each year, other than proceeds resulting from the winding up of the Partnership, less (i) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at the end of such quarter (including those which are in dispute) and (ii) provisions for adequate reserves for reasonably anticipated cash expenses and contingencies (which may include Partnership indebtedness) as determined by the General Partner, but without deduction for depreciation or any other non-cash expenses.

1

     1.5. “Capital Account” means, as to each Partner, an account which is increased by his Capital Contribution and allocations of Net Income and items thereof to him and decreased by distributions and allocations of Net Loss and items thereof to him and otherwise maintained in accordance with the Code and Treasury Regulation Section 1.704-1 as determined necessary by the General Partner so that such allocations in Article VIII of this Agreement are respected for federal income tax purposes.

     1.6. “Capital Contribution” means of, or in respect of, any Partner or of such Partner means the amount of all cash, notes, and the fair market value of other property, tangible or intangible, contributed by such Partner to the capital of the Partnership.

     1.7. “Center” means the ambulatory surgery center located at 49494 Highway 17 South, Sulligent, Alabama 35586 which is operated by the Partnership.

     1.8. “Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

     1.9. “Competing Business” shall mean any health care business which provides a facility in which surgical procedures are performed and shall include, without limitation, a specialty hospital, hospital or ambulatory or other type of surgery center; provided, the private medical practice of any Limited Partner will not be a Competing Business as long as 80% of the Limited Partner’s professional services are rendered through such practice and such practice only performs surgeries which do not require a separate license, the presence of an anesthesiologist or involve conscious sedation.

     1.10. “Disability” means a physical or mental impairment that incapacitates a Limited Partner or prevents or interferes with a Limited Partner engaging in the practice of medicine, either full-time or part-time, in the State of Alabama; provided, however, that such Limited Partner shall consent to a physical, upon the request of the General Partner, to make such determination.

     1.11. “Equipment” means the medical equipment, furniture and fixtures with an initial book value of approximately $320,000 located at the Center and leased to the Partnership by the General Partner.

     1.12. “Family Member” means a person’s spouse, siblings, ancestors and lineal descendents, as well as the spouse of each, and such person’s spouse.

     1.13. “Fiscal Year” shall mean the fiscal year of the Partnership, which shall be the calendar year.

     1.14. “Formula Value” means four times the Trailing EBITDA less Partnership debt, other than current accounts payable, determined in accordance with GAAP, for the most recently ended Fiscal Year; provided, however, that, if, at the time the Formula Value is being calculated, the Partnership has been in existence for less than one Fiscal Year, the Formula Value shall be four times the annualized EBITDA less Partnership debt, other than current accounts payable, determined in accordance with GAAP using the months ended at the time the Formula Value is being calculated.

     1.15. “GAAP” shall mean generally accepted accounting principles as determined by the General Partner, applied on a consistent basis.

     1.16. “General Partner” means the party listed as such in the initial paragraph of this Agreement, and any successor therefor elected as provided in Section 12.6 of this Agreement.

2

     1.17. “Limited Partners” means the persons (including substituted Limited Partners), other than the Original Limited Partner, who are, from time to time, admitted to the Partnership as limited partners (pursuant to the provisions of the Act and Section 10.2 of this Agreement). The names, business or residence addresses and taxpayer identification numbers, the number of Units owned by each, and the Capital Contribution of each Limited Partner appear as Annex A to this Agreement, as amended from time to time.

     1.18. “Limited Partnership Percentage” in respect of any Limited Partner means that fraction, expressed as a percentage, having as its numerator the number of Units owned by such Limited Partner and having as its denominator the total number of Units owned by all Limited Partners.

     1.19. “Net Book Value” shall mean the book value of the Partnership’s assets (determined after depreciation) less the Partnership’s liabilities as determined by the General Partner in accordance with GAAP.

     1.20. “Net Income” and “Net Loss” mean, for each Fiscal Year or other period, an amount equal to the Partnership’s taxable income or loss (including but not limited to any gain or loss to the Partnership from any sale or disposition of all or any portion of the assets of the Partnership) for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

          (i) Expenditures described in Section 705(a)(2)(B) of the Code (including amounts treated as Section 705(a)(2)(B) expenditures under Treasury Regulation Section 1.704-1(b)(2)(iv)(1)) shall be included as an expense in the determination of Net Income and Net Loss;

          (ii) Income exempt from taxation shall be included in the determination of Net Income and Net Loss;

          (iii) If the book value of property is adjusted pursuant to Treasury Regulation Sections 1.704-1(b)(2)(iv)(f) or (e), such adjustment should be taken into account as gain or loss from the disposition of an asset and, in lieu of depreciation as calculated for federal income tax purposes, subsequently such deductions shall be computed in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(g)(3) or 1.704-3(d)(2), as the case may be;

          (iv) Subsequent calculating of gain or loss resulting from the disposition of an asset for federal income tax purposes shall be computed by reference to its book value as reflected in Partners’ Capital Accounts rather than its adjusted tax basis; and

          (v) Any items specially allocated shall not be taken into account in determining Net Income and Net Loss.

     1.21. “Original Limited Partner” means the party listed as such in the initial paragraph of this Agreement.

     1.22. “Partners” means collectively the General Partner and the Limited Partners.

     1.23. “Partnership” means the limited partnership formed pursuant to a Certificate of Limited Partnership of Lamar Surgery Center, L.P. and governed by this Agreement.

     1.24. “Partnership Percentage” means 1% per Unit held by a Limited Partner to the Limited Partners and the remainder to the General Partner.

3

     1.25. “Partnership Return” means the U.S. Partnership Information Return of Income of the Partnership.

     1.26. “Qualified Owner” means the General Partner and its Affiliates and physicians licensed in Alabama who utilize the Center in the manner required by the General Partner in its discretion and in accordance with applicable law as an extension of their medical practice.

     1.27. “Retirement” means an individual Limited Partner who attains the age of 62 and who is no longer engaged in the practice of medicine, either full-time or part-time, in the State of Alabama.

     1.28. “Tax Matters Partner” means the Partner designated as such by this Agreement, which Tax Matters Partner shall have all of the duties and responsibilities designated by the Code and the rules and regulations applicable thereto. The General Partner shall be the Tax Matters Partner.

     1.29. “Terminating Event” means any of the following:

          (i) A Limited Partner has breached the terms and conditions of this Agreement, as determined in the reasonable discretion of the General Partner, including without limitation, violating the restrictions with respect to ownership of an interest in a Competing Business as set forth in Article XI and the transfer restrictions set forth in Article X;

          (ii) A Limited Partner has disrupted the affairs of the Partnership or has acted adversely to the best interests of the Partnership, as determined in the reasonable discretion of the General Partner; or

          (iii) A Limited Partner ceases to be a Qualified Owner, as determined by the General Partner, or fails to comply with the General Partner’s request for information to determine if such Limited Partner is a Qualified Owner.

     1.30. “Trailing EBITDA” means the earnings before incomes taxes, interest, depreciation and amortization of the Partnership for the most recently ended Fiscal Year, all of which components shall be determined by the General Partner in accordance with GAAP; provided, however, that all leases shall be treated as operating leases.

     1.31. “Treasury Regulation Section 1.704-1” means the Temporary and Final Treasury Regulations promulgated under Section 704(b) of the Code. The portions of this Agreement that are designed to comply with Treasury Regulation Section 1.704-1 shall be interpreted to comply with the principles of such Treasury Regulation, including any amended or successor regulations thereto.

     1.32. “Unit” means an interest in the capital of the Partnership in an amount determined by the General Partner. The authorized number of Units of the Partnership is 49.

II. ORGANIZATION

     2.1. Formation. The parties hereby form a limited partnership under and pursuant to the Act. If required by the Act or if the General Partner deems it appropriate to do so, the General Partner shall promptly cause this Agreement to be filed for record in the Office of the Secretary of State of Delaware, and in such other places as necessary to protect the status of the Partnership as a limited partnership and as otherwise required by law. No copies of this Agreement or any amendment hereto need be delivered to the Limited Partners, unless requested by a Limited Partner pursuant to Section 17-305 of the Act.

4

     2.2. Name. The name of the Partnership is Lamar Surgery Center, L.P. The business of the Partnership may be conducted under any name chosen by the General Partner, and the General Partner may in its sole discretion from time to time change the name of the Partnership.

     2.3. Fictitious Business Name. The General Partner shall execute and promptly cause to be filed and published in the applicable jurisdictions, a Fictitious Business Name Statement with respect to the name of the Partnership and with respect to any other fictitious names used by the Partnership in the operation of its business if required by applicable law.

III. PRINCIPAL PLACE OF BUSINESS

     The registered agent and registered office of the Partnership shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The principal place of business of the Partnership in Alabama shall be located at 49494 Highway 17 South, Sulligent, Alabama 35586 or at such other place as the General Partner may from time to time designate by notice to the Limited Partners.

IV. BUSINESS

     The business to be conducted by the Partnership shall be to lease or sublease and operate an ambulatory surgery center and to carry on any and all activities necessary, proper, convenient, or advisable in connection therewith.

V. TERM

     The term of the Partnership commenced on the date the Certificate of Limited Partnership was filed in the Office of the Secretary of State of Delaware and shall continue until December 31, 2099, unless terminated sooner pursuant to Section 13.1 of this Agreement.

VI. CAPITAL CONTRIBUTION AND STATUS

     6.1. Capital Contribution of the General Partner. In consideration for its interest in the Partnership, the General Partner will transfer intangible assets and certain other current assets associated with the operation of the Center to the Partnership, in accordance with Section 7.3.5 hereof.

     6.2. Contribution of Original Limited Partner to Partnership Capital. The Original Limited Partner shall contribute $10 in cash to the capital of the Partnership upon the formation of the Partnership and shall be a Limited Partner solely to facilitate the formation of the Partnership. Such contribution shall be returned to him in cash on the day of the admission of any other person or persons as a Limited Partner or Limited Partners, at which time the Original Limited Partner shall cease to be a Limited Partner. The General Partner and each Limited Partner hereby consent to the withdrawal by the Original Limited Partner of his $10 contribution pursuant to this Section 6.2, and hereby waive and release the Original Limited Partner from any right, claim or action that they or any of them may have against him for such withdrawal.

     6.3. Capital Contribution of the Limited Partners. Each Limited Partner, other than the Original Limited Partner, shall make a Capital Contribution to the Partnership per Unit in the amount determined by the General Partner to be the fair market value per Unit to be owned by such Limited Partner. Such Capital Contribution shall be made in cash in full upon subscription. No Limited Partner shall receive interest on his Capital Contribution.

5

     6.4. Limited Liability. A Limited Partner shall not be bound by, or personally liable for, the expenses, liabilities or obligations of the Partnership, except as provided in the Act. Notwithstanding the foregoing, in the event that the General Partner becomes liable for state or federal income or withholding taxes on income allocated to one or more Limited Partners in accordance with this Agreement, each Limited Partner whose income creates such tax liability shall pay to the General Partner or to the appropriate taxing authority the amount of tax, interest or penalties so assessed. If the General Partner must take or threaten legal action to receive such payment, such Limited Partner shall also reimburse the General Partner for reasonable attorneys’ fees and other costs.

     6.5. Role of Limited Partners. Except as otherwise provided in this Agreement and the Act, a Limited Partner shall take no part in or interfere in any manner with the conduct or control of the business of the Partnership and shall have no right or authority to act for or bind the Partnership.

     6.6. Withdrawal of Capital Contributions. No Limited Partner, other than the Original Limited Partner, shall have the right to withdraw or reduce his Capital Contribution without the consent of the General Partner. No Limited Partner shall have the right to demand or receive property other than cash in return for his Capital Contribution, and no Limited Partner, other than the Original Limited Partner, shall have priority over any other Limited Partner, either as to the return of Capital Contributions or as to income, losses or distributions.

     6.7. Assessments. Partners will not be subject to additional assessments for Capital Contributions to the Partnership.

     6.8. Loans. The Partnership will participate in the Cash Management System (as hereinafter defined) pursuant to the Cash Management and Loan Agreement (as hereinafter defined). In addition to any loans the Partnership may obtain thereunder, the General Partner or any Affiliate thereof may, but is not obligated to, loan or cause to be loaned to the Partnership such additional sums as the General Partner deems appropriate or necessary for the conduct of the Partnership’s business. Any such additional Loans made by any Partner (including the General Partner), or any Affiliate thereof, shall be upon commercially reasonable terms and conditions. If any Partner (including the General Partner), or any Affiliate thereof, loans its own money to the Partnership, such loans shall be at rates per annum and on terms as to security and other charges and fees at least as favorable to the Partnership as those negotiated by unaffiliated lenders on comparable loans for the same purpose in the same locale.

VII. EXPENSES OF THE PARTNERSHIP

     7.1. Reimbursement of Expenses Incurred by the General Partner. The General Partner may charge the Partnership for all direct expenses incurred by it or its Affiliates in connection with the Partnership’s business including legal, accounting, record keeping and data processing services. The General Partner may also charge the Partnership with all allocable portions of direct expenses incurred in connection with Partnership activities, such allocation to be determined on any basis selected by the General Partner consistent with good accounting practice.

     7.2. Organizational and Offering Expenses. The Partnership will pay all expenses incurred in connection with the organization of the Partnership and obtaining its debt and equity capital.

     7.3. Compensation Receivable By the General Partner and Certain of its Affiliates. The General Partner and certain of its Affiliates will receive from the Partnership on the terms and conditions hereinafter set forth certain fees and compensation, which shall be in addition

6

to the interest of the General Partner in the Net Income, Net Loss, and Available Cash Flow of the Partnership. Each Limited Partner, upon his execution of this Agreement, hereby approves, consents to, and ratifies all of the arrangements pursuant to which the fees described below are to be paid.

     7.3.1. Management Fee. The Partnership shall enter into a Management Agreement (“Management Agreement”) with the General Partner. As compensation for its services in managing and supervising the conduct of the business and administering the affairs of the Partnership pursuant to the Management Agreement, the Partnership shall pay to the General Partner an annual fee equal to 6% of the Partnership’s net revenues from the operation of the Center (in general, billed revenues less contractual adjustments excluding any reduction for bad debts) (the “Management Fee”). This Management Fee is in addition to the General Partner’s right to be reimbursed for all reasonable direct costs incurred in performing such services as set forth elsewhere in the Management Agreement. No part of such Management Fee shall be considered or deemed a distribution to the General Partner but, rather shall be considered and deemed a guaranteed amount payable for current services rendered to the Partnership. The General Partner shall also be entitled to monthly reimbursement for the direct expenses it incurs in managing the Center.

     7.3.2. Facility Sublease. The Center will be subleased from the General Partner who will sublease the facility comprised of the Center and a rural health clinic from Lamar Healthcare Services, Inc., an Alabama corporation.

     7.3.3. Equipment. The General Partner will lease the Equipment to the Partnership pursuant to an Equipment Lease. Any equipment purchases by the Partnership may be funded, at the sole discretion of the General Partner, by the Partnership using excess cash flows.

     7.3.4. Employee Lease Agreement. The Center’s staff will be employed by the General Partner and leased to the Partnership pursuant to an employee lease agreement (the “Employee Lease Agreement”). The General Partner will have the right to exercise control over all personnel and shall be responsible for hiring, firing and supervising the personnel. The Partnership shall indemnify and hold the General Partner harmless for any claims arising from the activities of personnel who are acting under the Partnership’s supervision. The Partnership shall pay the General Partner a fee equal to the General Partner’s cost of employing the personnel, including, without limitation, wages, payroll taxes and fringe benefits, including all reasonable fringe benefits which are or may become standard for personnel at the Center (such as health insurance, disability insurance, life insurance, retirement plans, employee stock option plans, employee stock purchase plans, seminar and related travel expenses and professional dues).

     7.3.5. Contribution Agreement and Assumption Agreement. In exchange for its interest as General Partner, the General Partner will transfer intangible assets and certain other current assets associated with the operation of the Center to the Partnership pursuant to a Contribution Agreement.

     7.3.6. Cash Management and Revolving Credit Loan Agreement. The Partnership will participate in the cash management system (the “Cash Management System”) of LifePoint Hospitals Holdings, Inc. and/or its affiliates (“LifePoint”), an Affiliate of the General Partner, pursuant to a cash management and revolving credit loan agreement (the “Cash Management and Loan Agreement”). Also pursuant to the Cash Management and Loan Agreement, upon the General Partner’s request on behalf of the Partnership, LifePoint may provide the Partnership with revolving credit loans in the aggregate amount of up to

7

$1,000,000 (the “Revolving Credit Loans”). Any such Revolving Credit Loans will bear interest at a rate of 5% above the prime rate, as established from time to time, and the outstanding principal and interest will be repaid from time to time. The General Partner may, at its sole discretion, determine the base interest rate on Revolving Credit Loans from time to time. All funds deposited by or on behalf of the Partnership in any account with the Cash Management System will first be applied automatically to interest and then to the outstanding principal of the Revolving Credit Loans. Once the Revolving Credit Loans have been reduced to zero, all balances of the Partnership in any account with the Cash Management System will earn interest at the prime rate as published in the Wall Street Journal. In addition to the Revolving Credit Loans, if the Partnership requires additional capital, an Affiliate of the General Partner may provide that capital on commercially reasonable terms.

VIII. ALLOCATION OF INCOME AND LOSSES; CASH DISTRIBUTIONS

     8.1. Capital Accounts. The Partnership will maintain a Capital Account for each Partner.

     8.2. Allocation of Net Income and Net Losses.

          (a) Subject to special allocations determined necessary by the General Partner for the allocations of income and loss to be respected for federal income tax purposes pursuant to Treasury Regulation Section 1.704-1(b) and 1.704-2 (i.e., loss limitations, qualified income offset, minimum gain chargebacks, and non-recourse deductions), all Net Income and Net Loss of the Partnership, except those arising on the Partnership’s liquidation or the sale of all or substantially all of its assets, and all items of income, gain, deduction and loss entering into the determination of such Net Income and Net Loss shall be allocated among the Partners in accordance with their Partnership Percentage;

          (b) Upon the Partnership’s liquidation, or sale of all, or substantially all of its assets, all items of gain, income, deduction and loss will be specifically allocated among the Partners so as to cause each Partner’s ending Capital Account balance, as a percentage of all Capital Accounts balance, to equal his Partnership Percentage.

     8.3. Distribution of Available Cash Flow. The General Partner shall distribute the Available Cash Flow of the Partnership to the Partners in accordance with their Partnership Percentage. Such distributions shall be made at such time or times as the General Partner shall deem practicable.

     8.4. Curative Allocations. If any special allocation of gain, income, loss or deduction is made pursuant to Treasury Regulation Sections 1.704-l(b) or 1.704-2 (the “Regulatory Allocations”) with respect to one or more Partners, then gross income, gain, loss and deduction shall be allocated by the General Partner to the extent permitted by Treasury Regulation Section 1.704-1 and Code Section 704 and related provisions, in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if no Regulatory Allocations were made.

     8.5. Section 704(c) Allocations Code. Income, gain, loss and deduction as computed for income tax purposes with respect to Partnership property subject to Code Section 704(c) and/or Treasury Regulation Sections 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Code Section and/or Treasury Regulation Sections 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted or Treasury Regulation Sections 1.704-3 that is selected by the

8

General Partner. Allocations made pursuant to this paragraph shall not affect the Capital Account of the Partners.

     8.6. Allocations in Case of Transfers. Except as provided below, Net Income, Net Loss and items of income, gain, deduction and loss allocable to any Partner whose Units have been transferred, in whole or in part, during any Fiscal Year shall be allocated among the persons who were the holders of such Units during such year in proportion to their respective holding periods, without separate determination of the results of Partnership operations during such periods. Net Income, Net Loss, and items of income, gain, deduction and loss, attributable to a sale or other disposition of all or any portion of the assets of the Partnership shall be allocated to those Partners who were Partners at the time of the occurrence of the disposition giving rise to such Net Income, Net Loss and items of income, gain and loss.

     8.7. Consequences of Distributions. Upon the determination to distribute funds in any manner expressly provided in this Article VIII, made in good faith, the General Partner shall incur no liability on account of such distribution, even though such distribution may have resulted in the Partnership retaining insufficient funds for the operation of its business which insufficiency resulted in loss to the Partnership or necessitated the borrowing of funds by the Partnership.

     8.8 Interpretation. The provisions of this Article VIII are intended to comply with Treasury Regulation Sections 1.704-l(b), 1.704-2 and 1.704-3 and any successor regulations, and shall be defined and interpreted consistently with this intention.

IX. RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNER

     9.1. Powers. The management and control of the Partnership and its business and affairs shall rest exclusively with the General Partner, which shall have all the rights and powers that may be possessed by general partners pursuant to the Act, and such additional rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of its duties under this Agreement. Without limiting the generality of the foregoing, the General Partner may, at the cost, expense and risk of the Partnership:

     9.1.1. Spend the capital and net income of the Partnership in the exercise of any rights or powers possessed by the General Partner hereunder;

     9.1.2. Purchase, hold, lease, manage and operate the Center, lease the Equipment, otherwise conduct the business of the Partnership and enter into agreements containing such terms, provisions and conditions as the General Partner in its discretion shall approve;

     9.1.3. Purchase from or through others contracts of liability, casualty and other insurance which the General Partner deems advisable for the protection of the Partnership, including the amount of any related deductibles, or for any purpose convenient or beneficial to the Partnership;

     9.1.4. Incur indebtedness in the ordinary course of business or indebtedness which refinances any indebtedness incurred by the Partnership;

     9.1.5. Sell, exchange or otherwise dispose of, upon such terms and conditions as the General Partner may deem advisable, appropriate or convenient, any of the assets of the Partnership;

     9.1.6. Invest in short-term debt obligations (including those issued or guaranteed by federal and state governments and their agencies and certificates of deposit of commercial

9

banks, savings banks, or savings and loan associations) and “money market” accounts of commercial banks and “money market” mutual funds, such funds as are temporarily not required for the purposes of the Partnership’s operations;

     9.1.7. Delegate all or any of its duties hereunder and, in furtherance of any such delegation, appoint, employ or contract with any person (including Affiliates) for the transaction of the business of the Partnership, which persons may, under the supervision of the General Partner, act as consultants, accountants, brokers, escrow agents, leasing agents, or in any other capacity deemed by the General Partner necessary or desirable, and pay appropriate fees to any of such persons; and

     9.1.8. Issue securities from time to time in one or more series, which securities may be preferred to the Units as to dividends and distribution of assets of the Partnership on dissolution, as hereinafter provided, and shall have such distinctive designations as may be stated in the amendment to this Agreement providing for the issue of such securities adopted by the General Partner. In the amendment providing for the issuance of securities of each particular series, the General Partner is hereby expressly authorized and empowered to fix the number of Units or shares constituting such series and to fix the relative rights and preferences of the Units or shares of the series so established to the full extent allowable by law, except as such rights and preferences are fixed herein.

     9.1.9. Elect to revalue the Partnership’s property for tax purposes as permitted in Treasury Regulation Section 1.704 and determine such value.

     9.2. Independent Activities. Except as specifically provided herein, the General Partner may, notwithstanding the existence of this Agreement, engage in whatever activities it chooses, whether or not the same be competitive with the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership or any party hereto, and each Limited Partner hereby waives, relinquishes and renounces any such right or claim of participation.

     9.3. Duties. The General Partner shall manage and control the Partnership, its business and affairs to the best of its ability and shall use commercially reasonable efforts to carry out the business of the Partnership. The General Partner shall devote itself to the business of the Partnership to the extent that it, in its discretion, deems necessary for the efficient carrying on thereof. The General Partner shall act as a fiduciary with respect to the safekeeping and use of the funds and assets of the Partnership.

     9.4. Advisory Board. The Partnership shall establish an advisory board (the “Advisory Board”) comprised of up to four physicians appointed by the General Partner. Physicians appointed to the Advisory Board are not required to be Limited Partners. The members of the Advisory Board will serve for one year or until their successor is appointed by the General Partner. The Advisory Board will be responsible for developing utilization, peer review and quality assurance standards for the Center, reviewing utilization of Center services and generally making recommendations to the General Partner regarding the services provided at the Center. The Advisory Board shall take no action that would subject any Limited Partner members to liability as general partners of the Partnership.

     9.5. Certain Limitations.

     9.5.1. Without obtaining the consent of Limited Partners holding an aggregate Limited Partnership Percentage greater than 50%, the General Partner shall not:

10

     9.5.1.1. Act in contravention of this Agreement or the Certificate of Limited Partnership; or

     9.5.1.2. Possess Partnership property, or assign any rights in specific Partnership property, including any assignment for the benefit of Partnership creditors, for other than a Partnership purpose.

     9.6. Tax Matters Partner. Each Partner, by the execution of this Agreement, consents to the appointment of the General Partner as the Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

     9.6.1. The Tax Matters Partner shall have, along with any other duties required by the Code, the following duties, to the extent and in the manner provided by the Code:

     9.6.1.1. Furnish the name, address, profits interest and taxpayer identification number of each Partner to the Internal Revenue Service;

     9.6.1.2. Keep each Partner informed of the administrative and judicial proceedings for the adjustment of any item required to be taken into account by a Partner for income tax purposes;

     9.6.1.3. Within 30 days of receiving a notice of a Partnership audit by the Internal Revenue Service, forward a copy of such notice to the Partners; and

     9.6.1.4. Register the Partnership with the Internal Revenue Service as a “tax shelter” if required by the Code, and deliver information with respect to such registration to the Partners.

     9.6.2. The Tax Matters Partner is hereby authorized, but not required, to:

     9.6.2.1. Enter into any settlement with the Internal Revenue Service with respect to any tax audit or judicial review, in which settlement the Tax Matters Partner may expressly state that such settlement shall bind the other Partners, except that such settlement agreement shall not bind any Partner who (within the time prescribed pursuant to the Code and the applicable Treasury Regulations thereunder) files a statement with the Internal Revenue Service providing that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on behalf of such Partner;

     9.6.2.2. If a final administrative adjustment of a Partnership item required to be taken into account by a Partner for tax purposes is mailed to the Tax Matters Partner, seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Partnership’s principal place of business is located, or the United States Claims Court;

     9.6.2.3. Intervene in any action brought by any other Partner for judicial review of a final adjustment;

     9.6.2.4. File a request for an administrative adjustment with the Internal Revenue Service at any time and, if any part of such request is not allowed by the

11

Internal Revenue Service, file a petition for judicial review with respect to such request;

     9.6.2.5. Enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item;

     9.6.2.6. Take any other action on behalf of the Partners or the Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations; and

     9.6.2.7. File a petition as contemplated in Sections 6226(a) and/or 6228 of the Code.

     9.6.2.8. Make any tax elections for the Partnership allowed under the Code, Treasury Regulations or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Partnership.

     9.6.2.9. Adopt methods of accounting for the Partnership that the Tax Matters Partner believes is in the best interests of the Partners.

     9.6.3. The Partnership shall Indemnify and reimburse the Tax Matters Partner for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners and against any and all loss, liability, cost or expense, including judgments, fines, amounts paid in settlement and attorneys fees and expenses, incurred by the Tax Matters Partner in any civil, criminal or investigative proceeding in which the Tax Matters Partner is involved or threatened to be involved solely by virtue of being Tax Matters Partner, except such loss, liability, cost or expense arising by virtue of the Tax Matters Partner’s gross negligence, fraud, malfeasance, breach of fiduciary duty or intentional misconduct. The payment of all such expenses shall be made before any distributions are made from Available Cash Flow. Neither the General Partner, nor any Affiliate, nor any other person shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the Tax Matters Partner and the provisions on limitations of liability of the General Partner and indemnification set forth in this Agreement shall be fully applicable to the Tax Matters Partner in its capacity as such.

X. TRANSFER OF INTERESTS IN THE PARTNERSHIP

     10.1. In General. With the General Partner’s approval, which approval may be arbitrarily withheld, and subject to the provisions of this Agreement, a Limited Partner may sell, transfer, assign or subject to a security interest any or all of the Units owned by him; provided however, that:

     10.1.1. Such sale, transfer, assignment or grant of a security interest is to a Qualified Owner;

     10.1.2. Such Limited Partner and his purchaser, transferee or assignee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner; and

12

     10.1.3. Upon the request of the General Partner, such Limited Partner pays the Partnership a transfer fee which is sufficient to pay all reasonable expenses of the Partnership in connection with such transaction; and provided, further, that such purchaser, transferee, assignee, or holder of such security interest (or any person who purchases such Units upon foreclosure of such security interest) shall not become a Limited Partner within the meaning of Section 17-301 of the Act unless the provisions of Section 10.2 of this Agreement are satisfied and the General Partner consents in writing to such person becoming a substituted Limited Partner. Neither the Partnership nor the General Partner shall recognize or be bound by any assignment of a Unit, or portion thereof, unless the General Partner consents to such assignment in writing. The General Partner will not consent to any sale, transfer or assignment of or security interest in any Unit or to the admission of any person as a substituted Limited Partner if, in its opinion, such consent and substitution (a) would result in the Partnership being treated for federal income tax purposes (i) as an association taxable as a corporation or (ii) as having undergone a technical termination, (b) would cause adverse tax consequences to the remaining Partners, (c) would constitute a violation of any applicable federal or state law pertaining to securities regulation, (d) would cause the assets of the Partnership to constitute “plan assets” under the Department of Labor Regulations, or (e) if, in the opinion of the General Partner, the Units would not be a suitable investment for the transferee.

     10.2. Substituted Limited Partners. If the General Partner consents to the admission of a person as a substituted Limited Partner within the meaning of Sections 17-301 and 17-704 of the Act, and such person:

     10.2.1. Elects to become a substituted Limited Partner by delivering a written notice of such election to the General Partner;

     10.2.2. Executes and acknowledges such other instruments as the General Partner may deem necessary or advisable to effect the admission of such person as a substituted Limited Partner, including, without limitation, the written acceptance and adoption by such person of the provisions of this Agreement; and

     10.2.3. Pays a transfer fee to the Partnership which is sufficient to cover all reasonable expenses connected with the admission of such person as a substituted Limited Partner within the meaning of Section 17-301 of the Act, including, without limitation, the cost of preparing, printing and, if the General Partner deems it appropriate, filing for record an amendment to this Agreement and, if required by the Act or deemed appropriate by the General Partner, the Certificate of Limited Partnership, and obtaining any opinions of counsel the Partnership deems necessary or advisable;

then the General Partner shall amend this Agreement and, if necessary or desired, the Certificate of Limited Partnership in accordance with the provisions of the Act and shall take all other steps which, in the opinion of the General Partner, are reasonably necessary to admit such person as a substituted Limited Partner under Section 17-301 of the Act. The General Partner shall file an amendment to this Agreement and the Certificate of Limited Partnership, if required by the Act or if the General Partner considers it appropriate to do so. Such person shall become a substituted Limited Partner on the date of such amendment to this Agreement and his predecessor will cease to be a Limited Partner on such date.

     10.3. Purchase of Units by the General Partner. The General Partner may acquire one or more Units, and, if with respect to such Unit or Units the General Partner becomes a Limited Partner within the meaning of the Act, the General Partner shall, with respect to such Unit or Units,

13

enjoy all rights and be subject to all of the obligations and duties of a Limited Partner other than the provisions of Article XI.

XI. SPECIAL PROVISIONS

     11.1. Terminating Event. If a Terminating Event occurs with respect to a Limited Partner, such Limited Partner, or his successor, shall give written notice of the Terminating Event to the General Partner (the “Termination Notice”). The General Partner shall have the right, but not the obligation, to purchase the Units of such Limited Partner at any time after the date (i) the General Partner receives the Termination Notice or (ii) the General Partner has actual notice of the occurrence of the Terminating Event. The purchase price will be the product of the Partnership Percentage of the purchased Units and (i) 10% of the Net Book Value if the Terminating Event is the Limited Partner’s breach of this Agreement, (ii) the Formula Value if the Terminating Event is a Limited Partner’s death, Retirement, relocation more than 60 miles from the Center or Disability, as determined by the General Partner, or (iii) the Net Book Value for all other Terminating Events. In addition, if the Terminating Event is the Limited Partner’s breach of this Agreement, the Limited Partner shall return to the Partnership all distributions made by the Partnership to such Limited Partner prior to the date of such breach. The closing of the purchase will occur 30 days following the date the General Partner notifies the Limited Partner in writing of its exercise of the right to purchase the Units. The Limited Partner shall transfer good and marketable title to the Units to the General Partner, free and clear from all liens and encumbrances. The purchase price shall be paid at the closing.

     11.2. Subsequent Legislation. If the General Partner determines that any Limited Partners are prohibited from owning an interest in the Partnership as a result of the enactment of any statute, regulation or other law or the judicial or administrative interpretation of any existing or future statute, regulation or other law, the General Partner shall attempt to restructure the Partnership in order to comply with such enactment or interpretation. If any Limited Partner shall be so prohibited from owning an interest in the Partnership and the Partnership cannot be so restructured, the General Partner will purchase all the Limited Partners’ interests in the Partnership as provided in this Section 11.2. Additionally, if the enactment of any statute, regulation or other law or the judicial or administrative interpretation of any existing or future statute, regulation or law shall have the effect of limiting reimbursement of health care costs through government or other payor programs or otherwise materially and adversely affects the manner in which the Partnership or its Affiliates shall operate their businesses, the General Partner shall attempt to restructure the Partnership to eliminate the adverse effect and if the Partnership cannot be so restructured, the General Partner, at its sole and absolute discretion, shall have the option to purchase all of the Limited Partners’ interests in the Partnership as provided in this Section 11.2. The Partnership shall pay each such Partner for his interest in the Partnership the product of such Limited Partner’s Partnership Percentage and the Formula Value. Such amount will be paid to each such Partner, at the sole and absolute discretion of the General Partner, in either a lump sum or in 60 equal monthly payments with interest on the unpaid principal balance at the prime rate as published in the Wall Street Journal. If the General Partner exercises its discretion to pay for a Unit in 60 monthly installments, the first such installment shall be paid to such Limited Partner on the first day of the month after 30 days have expired since the Partner’s interest in the Partnership had been terminated, with subsequent installments paid on the first day of each successive month thereafter until paid in full. The General Partner may pre-pay in whole or in part the amount owed without penalty. The General Partner’s obligation to pay the such Partners in 60 equal monthly installments under this Section 11.2 will be evidenced by nonrecourse promissory notes executed by the General Partner.

14

     11.3. Restriction on Ownership.

     11.3.1. Each Limited Partner (except for the General Partner) agrees that while he is a Partner and for two years thereafter neither he nor any of his Affiliates shall, whether directly or indirectly, own, have any financial interest in, or derive any fee (except a professional fee for services rendered) from any Competing Business that is located within the counties of Lamar, Marion and Fayette, Alabama.

     11.3.2. With respect to any covenant of a Limited Partner which applies after the transfer of a Limited Partner’s interest, if any Limited Partner violates such covenant and the General Partner brings legal action for injunctive or other relief on behalf of the Partnership, the Partnership shall not, as a result of the time involved in obtaining the relief, be deprived of the benefit of the full period of such covenant. Accordingly, after the transfer of a Limited Partner’s interest for any reason, for any time period that any Limited Partner is in violation of the covenants set forth in this Section 11.3, such time period shall not be included in calculating any such covenant time period described in this Section 11.3.

     11.3.3 If it shall be determined that the duration or geographical limit of any provision contained in this Section 11.3 is unenforceable, it is the intention of the parties that such covenant set forth herein shall not thereby be terminated or void but shall be deemed amended to the extent required to render it valid and enforceable to the greatest extent permissible, such amendment shall apply only with respect to the operation of this Section 11.3.

     11.3.4 Each Limited Partner acknowledges that the covenants contained in this Section 11.3 are a reasonable and necessary protection of the legitimate business interests of the Partnership. In the event of any violation of the covenants in this Section 11.3, the Partnership shall be entitled to preliminary and permanent injunctive relief, in addition to any other remedy, and shall be entitled to be reimbursed by the appropriate Limited Partner for any attorneys’ fees and costs, at all pre-trial and appellate levels, incurred as a result thereof. Nothing herein contained shall be construed as prohibiting the General Partner from pursuing any other legal or equitable remedies available to the Partnership as a result of a violation of the covenants set forth in this Section 11.3.

     11.4. Repurchase Event. If at any time, the General Partner determines, in its sole discretion, to terminate the operations of the Center, the General Partner will have the right, upon written notice, to repurchase all of the Units from each Limited Partner for an amount equal to the product of the Partnership Percentage of the purchased Units times the Formula Value. Upon such repurchase of Units pursuant to this Section 11.4, no Partner shall have any claim for damages against the General Partner, Partnership and/or their Affiliates.

     11.5. Medical Malpractice Insurance. Each Limited Partner who is a practicing physician at the Center shall maintain medical malpractice insurance in accordance with the Center’s medical staff bylaws and, upon written request by the General Partner, shall provide confirmation of such coverage.

XII. RESIGNATION OR REMOVAL OF THE GENERAL PARTNER; ELECTION OF
SUCCESSOR GENERAL PARTNER

     12.1. Resignation of the General Partner. Subject to the provisions of Sections 12.3, 12.4 and 12.5 of this Agreement, the General Partner may resign as such by written notice given in accordance with Section 12.3 of this Agreement.

15

     12.2. Removal of the General Partner. Subject to the provisions of Sections 12.3, 12.4 and 13.2 of this Agreement, the General Partner may be removed and cease to be the General Partner of the Partnership upon the dissolution of the General Partner or upon the adjudication that the General Partner is insolvent or bankrupt. If the General Partner (or any successor General Partner) is adjudicated insolvent or bankrupt, the Limited Partners owning in the aggregate a Limited Partnership Percentage of greater than 50% may vote to remove such General Partner (or successor General Partner). Such vote must occur before the effectiveness of such removal and after the election of a successor General Partner pursuant to the Section 12.6 of this Agreement.

     12.3. Notice of Resignation or Removal. Written notice of the resignation or removal of the General Partner shall be given by such General Partner to the Limited Partners, and written notice of the removal of the General Partner shall be given by the Limited Partners voting to remove the General Partner pursuant to Section 12.2.1 of this Agreement to all Partners. Such notice shall set forth the day upon which the resignation or removal is to become effective, which date in the case of resignation of the General Partner and in the case of removal pursuant to Section 12.2.1 of this Agreement shall not be less than 90 days after such notice is given to the party or parties being notified, unless a successor General Partner is elected pursuant to Section 12.6 of this Agreement.

     12.4. Liability of the General Partner after Resignation or Removal. If the General Partner resigns or is removed in accordance with the provisions of this Agreement, its liability as a general partner shall cease as to future obligations of the Partnership, and the Partnership shall promptly take all steps reasonably necessary under the Act to cause such cessation of liability; provided, however, that if such resignation or removal causes a dissolution of the Partnership, the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Section 13.2 of this Agreement, unless a successor General Partner is elected pursuant to Section 12.6 of this Agreement or a liquidating trustee is elected pursuant to Section 13.3 of this Agreement.

     12.5. Continuing Interest of the General Partner after Resignation or Removal. Upon resignation or removal, the General Partner shall receive its original Capital Contribution, if any, plus any unpaid distributions of Available Cash Flow allocated to its Capital Account. The successor General Partner, if any, shall succeed to the entire interest in all items of income, profit, loss and allocation and distribution.

     12.6.Election of Successor General Partner. If the General Partner (or any successor General Partner) resigns or is removed pursuant to this Agreement, the Partnership shall continue and shall not be dissolved or the business wound up. In that event, Limited Partners owning in the aggregate a Limited Partnership Percentage of greater than 50% may, but are not required to, elect a successor General Partner. Upon the resignation or removal of the last remaining General Partner so that the Partnership has no remaining General Partner, then the business of the Partnership shall be continued and a successor General Partner shall be selected before the effectiveness of such resignation or removal by the same vote of the Limited Partners with such selection to be effective as of the date of resignation or removal. The person so selected shall not become a General Partner until such resignation or removal is effective and such person has executed a copy of this Agreement and an amendment to the Certificate of Limited Partnership and such Certificate of Limited Partnership has been filed with the Secretary of State of Delaware. Upon such events, the person or entity so selected automatically shall be the General Partner of the Partnership effective as of the date of resignation or removal.

XIII. DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

     13.1. Dissolution of the Partnership. The resignation or removal of the General Partner shall cause a dissolution of the Partnership unless, within 90 days thereafter, a successor

16

General Partner shall be elected pursuant to Section 12.6 of this Agreement to continue the business of the Partnership, in a reconstituted form if necessary, and subject to all the terms of this Agreement. The Partnership shall also be dissolved upon (a) the vote to do so of the General Partner and Limited Partners holding an aggregate Limited Partnership Percentage of greater than 51%, (b) the expiration of the term of the Partnership, or (c) the disposition of all of the Partnership’s assets and the distribution of the proceeds from such disposition. In no event shall the bankruptcy of any Limited Partner, or the death of any Limited Partner, result in dissolution of the Partnership. In the event of the death of any Limited Partner, the personal representative of the deceased Limited Partner shall succeed to the interest of the deceased Limited Partner in the Partnership subject to the rights of any assignees of the deceased Limited Partner in and to such interest, and subject to the provisions of this Agreement.

     13.2. Winding Up of the Partnership. Upon the dissolution of the Partnership, the General Partner or a liquidating trustee elected pursuant to Section 13.3 of this Agreement shall take full account of the Partnership’s assets and liabilities and the assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed as provided in Section 17-804 of the Act; provided, however, that after payment of or creating adequate reserves to provide for all Partnership debts, obligations and liabilities there shall be distributed to each Partner the remaining assets of the Partnership in accordance with and in proportion to, the Partners’ ending Capital Account balance after all allocations and other Capital Account distributions are made for the year of termination; and provided, further, that no Partner shall be liable for any deficit in his Capital Account. Such distributions shall be made within the time periods required by Treasury Regulation Section 1.704-l(b).

     13.3. Election of Liquidating Trustee. If the Partnership dissolves and there is no remaining General Partner, the Partnership, by the vote of Limited Partners holding an aggregate Limited Partnership Percentage of greater than 50%, may elect a liquidating trustee who shall have the powers and obligations as set forth in the Act. The liquidating trustee so elected shall not become a liquidating trustee until such trustee has executed a copy of this Agreement, and an amendment to the Certificate of Limited Partnership has been filed with the Secretary of State of Delaware.

XIV. BOOKS OF ACCOUNT, ACCOUNTING, REPORTS, FISCAL YEAR, BANKING AND TAX ELECTION

     14.1. Books of Account. The Partnership’s books and records (including a current list of the names and addresses of and number of Units owned by all Limited Partners) and an executed copy of this Agreement, as currently in effect, shall be maintained at the principal office of the General Partner, and each Partner shall have access thereto at all reasonable times for any proper purpose. The books and records shall be kept by the General Partner using an appropriate method of accounting consistently applied and shall reflect all Partnership transactions and be appropriate and adequate for the Partnership’s business. The General Partner shall also keep adequate federal income tax records using an appropriate method of accounting applied on a consistent basis.

     14.2. Financial Reports. If requested in writing by the General Partner or Limited Partners (not including the General Partner and its Affiliates) holding an aggregate Limited Partnership Percentage of greater than 50%, the Partnership, at the Partnership’s expense if requested by the General Partner and at the Limited Partner’s expense if requested by the Limited Partners, shall furnish the General Partner and/or such Limited Partners a copy of a balance sheet of the Partnership as of the last day of such Fiscal Year and statements of income or loss and cash flow of the Partnership for such year certified by a firm of independent accountants selected by the General Partner, and the report and opinion of such firm with respect to such financial statements.

17

All such financial statements shall be prepared on an accrual basis of accounting in accordance with GAAP. The Partnership shall furnish to each Partner not later than March 31 of each year an unaudited statement of cash flow of the Partnership for such year, a statement showing the amounts allocated to or allocated against such Partner pursuant to this Agreement during or in respect of such year and any items of income, deduction, credit or loss allocated to such Partner for purposes of the Code and a statement reconciling of the taxable income of the Partnership to the financial income of the Partnership for such year. The Partnership will also furnish to each Partner that submits a written request to the General Partner, at such Partner’s expense, a copy or summary of all state and/or local tax returns which are filed by the Partnership.

     14.3. Banking. All funds of the Partnership shall be initially deposited in one or more separate account or accounts of banks or other insured financial institutions as shall be determined by the General Partner.

     14.4. Tax Election. Upon the transfer of an interest in the Partnership or in the event of a distribution of the Partnership’s property, the General Partner in its sole discretion may, but is not required to, cause the Partnership to elect pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s property as allowed by Section 734(b) and 743(b) thereof.

     14.5. Tax Returns. The General Partner shall, for each Fiscal Year, file on behalf of the Partnership with the Internal Revenue Service a Partnership Return within the time prescribed by law (including any extensions) for such filing. The General Partner shall also file on behalf of the Partnership such state and/or local income tax returns as may be required by law. The General Partner may, at its discretion, retain an accounting firm to prepare the Partnership’s tax returns.

XV. POWER OF ATTORNEY

     15.1. Appointment of Attorney-in-Fact. Each Limited Partner hereby makes, constitutes and appoints the General Partner, with full power of substitution and resubstitution, his agent and attorney-in-fact to file for record this Agreement if required by the Act or if the General Partner deems it appropriate to do so, and to sign, execute, certify, acknowledge, and file for record any other instruments which may be required of the Partnership or of the Limited Partners by law or otherwise necessary, desirable or appropriate to reflect the admission of a Partner, the withdrawal of a Partner or the transfer of all or any part of the interest of a Partner in the Partnership, including, but not limited to, amendments to, or cancellations of this Agreement. Each Limited Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary or advisable in connection with the foregoing, hereby giving such attorney-in-fact full power and authority to act to the same extent as if such Limited Partner were himself personally present, and hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     15.2. Qualification in Other States. In the event the business of the Partnership is carried on or conducted in states in addition to the State of Delaware, then the parties agree that, if required by applicable law, the Partnership shall be qualified under the laws of each state in which business is actually conducted by the Partnership, and they severally agree to execute such other and further documents as may be required or requested in order that the General Partner legally may qualify the Partnership in such states. The power of attorney granted to the General Partner by each Limited Partner in Section 15.1 of this Agreement shall constitute the authority of the General Partner to perform the ministerial duty of qualifying the Partnership under the laws of any state in which it is necessary to file documents or instruments of qualification. A Partnership office of principal place of business in any state may be designated from time to time by the General Partner.

18

     15.3. Effect of Power. The power of attorney granted pursuant to Section 15.1 of this Agreement:

     15.3.1. Is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death, insanity, or incapacity of the granting Limited Partner; and

     15.3.2. May be exercised by such attorney-in-fact for each Limited Partner by listing all of the Limited Partners executing any agreement, certificate, instrument or document with the single signature of such attorney-in-fact as attorney-in-fact for all of them; and

     15.3.3. Shall survive the effectiveness of an assignment by a Limited Partner of his entire interest in the Partnership, except that where the purchaser, transferee or assignee thereof is admitted as a substituted Limited Partner, the power of attorney shall survive such assignment as to the assignor for the sole purpose of enabling such attorney-in-fact to execute, acknowledge and file any such agreement, certificate, instrument, or document necessary to effect such substitution.

XVI. LIABILITY OF THE GENERAL PARTNER

     16.1. Return of Capital Contributions. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not be individually liable for the return of the Capital Contributions of the Limited Partners, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

     16.2. No Liability for Actions. The doing of any act or the failure to do any act by the General Partner shall not subject the General Partner to any liability to the Partnership or the Partners, in the absence of its gross negligence or willful malfeasance.

     16.3. Indemnification. The Partnership, its receiver or its trustee (other than a liquidating trustee), shall indemnify, hold harmless and pay all judgments and claims against and, upon request, shall advance expenses to the General Partner, its Affiliates and their respective officers, directors, partners, employees, subsidiaries, agents, representatives, and affiliated assigns, from any liability, loss or damage incurred by them or by the Partnership by reason of any act performed or omitted to be performed by them in connection with the business of the Partnership (other than management services provided under the Management Agreement which indemnity shall be controlled by the Management Agreement), including costs and attorneys’ fees (which costs and attorneys’ fees may be advanced or paid as incurred) and any amounts expended in the settlement of any claims of liability, loss or damage; provided, however, that if such liability, loss or claim arises out of any action or inaction of the General Partner, any such indemnification shall be recoverable only from the assets of the Partnership and not from the assets of the Partners. The payment of any amounts for indemnification shall be made before any distributions of Available Cash Flow or sale proceeds are made to Partners. Neither the General Partner, nor any Affiliate, nor any other person shall have any obligation to provide funds for any indemnification obligation hereunder. The Partnership may purchase and pay for any insurance covering the liability of the General Partner, its officers, directors, shareholders, partners, employees, subsidiaries, agents, representatives, and affiliated assigns for actions or omissions for which indemnification is not permitted hereunder. Nothing contained herein shall constitute a waiver by any Limited Partner of any right which he may have against any party under federal or state securities law.

XVII. MISCELLANEOUS

     17.1. Notices. Except as otherwise provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement

19

shall be duly given if delivered in writing personally to the person to whom it is authorized to be given, or if sent by mail or overnight delivery service, telecopy, telex or telegraph, as follows: if to the General Partner, at its address set forth in the first paragraph of this Agreement, or to such other address as the General Partner may from time to time specify by written notice to the Limited Partners; and if to a Limited Partner, at such Limited Partner’s address set forth in Annex A hereto, or to such other address as such Limited Partner may from time to time specify by written notice to the General Partner. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, by telecopy, telex or telegraph, or as of the date on which the same was deposited in the United States mail or overnight delivery service, charges prepaid or provided for, addressed and sent as aforesaid.

     17.2. Section Captions. Section and other captions contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

     17.3. Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

     17.4. Amendments. Amendments to this Agreement may be made in the following manner:

     17.4.1. Amendments to this Agreement may be proposed by the General Partner. Following such proposal, the General Partner shall submit to the Limited Partners a written statement of any proposed amendment, including a complete description of the proposed amendment and the reasons therefor, and may include in any such submission their recommendation as to the proposed amendment. The General Partner shall seek the consent of the Limited Partners on the proposed amendment or shall call a meeting of or action by consent of the Partners pursuant to Section 17.5 of this Agreement to vote thereon and to transact any other business permitted by the Act to be transacted by the Limited Partners that they may deem appropriate. A proposed amendment shall be adopted and effective as an amendment to this Agreement if it receives the affirmative vote of the General Partner and Limited Partners holding an aggregate Limited Partnership Percentage of greater than 50%, unless another Limited Partnership Percentage is specifically provided for elsewhere in this Agreement.

     17.4.2. In addition to any amendments otherwise authorized herein, the General Partner may, without obtaining the consent of the Limited Partners, amend this Agreement from time to time:

     17.4.2.1. To add to the representations, duties or obligations of the General Partner, or its Affiliates, or surrender any right or power granted to the General Partner, or its Affiliates, herein for the benefit of the Limited Partners;

     17.4.2.2. To cure any ambiguity, to correct or supplement any provision herein or therein which may be inconsistent with any law or with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which will not be inconsistent with any law or with the provisions of this Agreement; and

     17.4.2.3. To admit additional or substituted Limited Partners or a substituted General Partner.

20

     17.4.3. The General Partner, without the consent of the Limited Partners, may modify the provisions of Article VIII or any other provisions of this Agreement, if, after consultation with counsel to the Partnership, the General Partner determines that such modification is necessary to (i) cause the allocations contained in Article VIII to have substantial economic effect or otherwise be respected for federal income tax purposes under Section 704 of the Code; (ii) cause the allocation of Net Income and Net Loss under Article VIII hereof to conform, in accordance with the requirements of Section 704 of the Code, to the distributions of Available Cash Flow provided in Article VIII; or (iii) cause provisions of this Agreement to comply with any applicable legislation, regulation or rule enacted or promulgated after the date of this Agreement, which change is necessary to enable the Partnership to carry out its purposes in the manner contemplated by this Agreement, including the expanding of the Tax Matter Partner’s responsibilities, duties and powers with respect to the taxing authority in accordance with the relevant statute. Any such amendment shall be so as to cause the least significant deviation from the provisions of this Agreement as originally set forth.

     17.5. Meeting and Voting by Written Consent. The General Partner may at any time call a meeting of the Limited Partners, or for a vote without a meeting, of the Limited Partners on matters on which they are entitled to vote, and shall call for such meeting or vote following receipt of the written request therefor of Limited Partners holding in the aggregate a Limited Partnership Percentage of greater than 50% as of the date of receipt of such written request (“notice date”). Within ten days of such notice date, the General Partner shall notify all Limited Partners of record as of the notice date that a meeting, if called, will be held at the Partnership’s principal place of business at a time requested by the Limited Partner(s) calling the meeting, or, if no such meeting has been called, the date upon which votes without a meeting will be counted, which date in either case shall be not less than 15 days nor more than 60 days after the notice date. Written notice of any meeting or any vote without a meeting shall be given by the General Partner as provided in Section 17.1 of this Agreement not less than ten nor more than 60 days before the date of such meeting or vote and shall include a detailed statement of the action proposed (including a statement of the substance of any resolution proposed for adoption by the Limited Partners and any proposed amendment to the Agreement) and may include in any such submission the General Partners’ recommendation with respect to the proposal. All expenses of the voting and such notification shall be borne by the Partnership.

     17.6. Manner of Voting. A Limited Partner who is entitled to vote shall be entitled to cast his vote: (i) at a meeting, in person, by written proxy or by a signed writing directing the manner in which he desires that his vote be cast, which writing must be received by the General Partner prior to such meeting, or (ii) without a meeting, by a signed writing directing the manner in which he desires that his vote be cast, which writing must be received by the General Partner prior to the date upon which the votes of Limited Partners of record on the notice date, whether at a meeting or otherwise, shall be counted. The laws of the State of Delaware pertaining to the validity and use of corporate proxies shall govern the validity and use of proxies given by Limited Partners. At each meeting of Limited Partners, the General Partner shall appoint such officers and adopt such rules for the conduct of such meeting as the General Partner shall deem appropriate. Unless a greater percentage is required by the Act or this Agreement, the presence of the General Partner and holders of a Limited Partnership Percentage which is greater than 50% shall constitute a quorum at any meeting for the transaction of business. In connection with each meeting or vote without a meeting of the Limited Partners, the Partnership shall provide for proxies or written consents which specify a choice between approval and disapproval of each matter to be acted upon at the meeting or by vote without a meeting. For purposes of obtaining a vote under this Agreement, the General Partner may require a written response within a specified time, but not less than 15 days nor more than 45 days, and provide that failure to respond in such time shall constitute a vote which is consistent with the General Partner’s recommendation, if made, with respect to the proposal.

21

     17.7. Right to Rely Upon the Authority of the General Partner. No person dealing with the General Partner shall be required to determine its authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. In addition, no purchaser of any property of the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchasers shall have received written notice from the Partnership affecting the same.

     17.8. Waiver of Action for Partition. Each Partner irrevocably waives during the term of the Partnership and during the period of its liquidation following any dissolution, any right to maintain any action for partition with respect to any of the assets of the Partnership.

     17.9. Counterpart Execution. This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same Agreement.

     17.10. Parties in Interest. Except as provided in Article X of this Agreement, this Agreement shall be binding upon the parties hereto and their successors, heirs, devisees, assigns, legal representatives, executors and administrators.

     17.11. Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to organizational and governance issues of the Partnership, and there are no agreements, understandings, restrictions, representations or warranties among the parties other than those set forth herein or herein provided for. This Agreement supersedes any prior written or oral agreement among the parties hereto.

     17.12 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

     17.13. Arbitration; Venue: Jurisdiction; Service of Process.

     17.13.1. Except as to the provisions contained in Section 11.3, the exclusive jurisdiction of which shall rest with a court of competent jurisdiction in the State of Delaware, any controversy or claim arising out of or related to this Agreement, or any breach thereof, shall be settled by arbitration in Wilmington, Delaware in accordance with the rules and procedures of alternative dispute resolution and arbitration established by the Alternative Dispute Resolution Service of the American Health Lawyers Association (“AHLA”), and judgment upon any award rendered may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted before a single AHLA arbitrator selected jointly by the parties, or in the event the parties are unable to agree, designated by the AHLA.

     17.13.2. The Partners hereby irrevocably and unconditionally consent to venue in Wilmington, Delaware for any dispute arising out of or relating to this Agreement, and the Partners hereby waive any objection to the laying of venue of any such dispute in Delaware and agree not to plead or claim in any court or arbitration proceeding that such dispute brought therein has been brought in an inconvenient forum. Each Partner consents to personal jurisdiction in Delaware and consent to service of process in Delaware. The Limited Partners appoint The Corporation Trust Corporation as their agent for service of process in Delaware, unless otherwise specified in writing to the Partnership and the other Limited Partners.

     17.14. Waiver. Failure by any party to enforce any of the provisions hereof for any length of time shall not be deemed a waiver of its rights set forth in this Agreement. Such a waiver may be

22

made only by an instrument in writing signed by the party sought to be charged with the waiver. No waiver of any condition or covenant of this Agreement shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant, and nothing contained in this Agreement shall be construed to be a waiver on the part of the parties of any right or remedy at law or in equity or otherwise.

     17.15. Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner. The failure by any party to specifically enforce any term or provision hereof or any rights of such party hereunder shall not be construed as the waiver by that party of its rights hereunder. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.

23

IN WITNESS WHEREOF, this Agreement of Limited Partnership has been executed as of January 30, 2004.

NORTHWEST MEDICAL CENTER — WINFIELD, LLC as the General Partner
By:	/s/ Michael A. Wiechart
	Michael A. Wiechart, Vice President
/s/ Michael Wiechart
Michael Wiechart, as the Original Limited Partner

24

EX-3.147

Exhibit 3.147

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LANDER VALLEY AMBULATORY SURGERY CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE THIRD DAY OF NOVEMBER, A.D. 2005, AT 10:37 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, “LANDER VALLEY AMBULATORY SURGERY CENTER, LLC”.

4055260     8100H		/s/ Jeffrey W. Bullock
110292838 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620245 DATE: 03-14-11

Certificate of Formation
of
Lander Valley Ambulatory Surgery Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Lander Valley Ambulatory Surgery Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 2, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations
Delivered 11:41 AM 11/03/2005

FILED 10:37 AM 11/03/2005

SRV 050898690 — 4055260 FILE

EX-3.148

Exhibit 3.148

Limited Liability Company Agreement
of
Lander Valley Ambulatory Surgery Center, LLC

          This Limited Liability Company Agreement of Lander Valley Ambulatory Surgery Center, LLC, effective as of May 10, 2010 (this “Agreement”) is entered into by Lander Valley Medical Center, LLC as the sole member (the “Member”).

          1. Name. The name of the limited liability company shall be Lander Valley Ambulatory Surgery Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Donald J. Bivacca, President
Vacant, Chief Financial Officer
R. Scott Raplee, Operations President
Randy McVay, Operations CFO
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 10, 2010.

Lander Valley Medical Center, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.149

Exhibit 3.149

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LANDER VALLEY MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF JUNE, A.D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

      AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LANDER VALLEY MEDICAL CENTER, LLC”.

3245532     8100H		/s/ Jeffrey W. Bullock
110292846 You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620250 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/15/2000

001306053 — 3245532

Certificate Of Formation
of
Lander Valley Medical Center, LLC

     The undersigned. an authorized natural person, for the purpose of forming a limited liability company. under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Lander Valley Medical Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 1013 Centre Road, Wilmington. Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 15, 2000.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040772 — 3245532

CERTIFICATE OF AMENDMENT

OF

Lander Valley Medical Center, LLC

     1. The name of the limited liability company is Lander Valley Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Lander Valley Medical Center, LLC this 15 day of January 2002.

Lander Valley Medical Center, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager 

EX-3.150

Exhibit 3.150

Limited Liability Company Agreement
OF
Lander Valley Medical Center, LLC

          This Limited Liability Company Agreement of Lander Valley Medical Center, LLC, effective as of June 15, 2000 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Lander Valley Medical Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the . aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	Chairman, Chief Executive Officer and President
Kenneth C. Donahey	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Roberto Pantoja	Vice President and Controller

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act. .

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. ‘This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 15, 2000.

LifePoint Holdings 2, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

ADDENDUM

          Effective as of September 1, 2001 (the “Effective Date”), LifePoint Holdings 2, LLC (“Holdings 2”) assigned, transferred and conveyed its one hundred percent (I 00%) limited liability company interest in Lander Valley Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 3, Inc. (“Holdings 3”), whereupon Holdings 3 became the sole member of the LLC. Attached hereto is a copy of the Limited Liability Company Agreement of the LLC (the “Agreement”).

          The undersigned hereby agrees to be hound by all terms and provisions of the Agreement, and further agrees that, from and after the Effective date, all references in the Agreement to Holdings 2 as the sole member (the “Member”) shall be deemed to references to Holdings 3 as the Member.

          IN WITNESS WHEREOF, Holdings 3 has executed this Addendum on the 1st day of September, 2001.

LIFEPOINT HOLDINGS 3, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Senior Vice President, General Counsel and Secretary

ADDENDUM

          Effective as of September 1, 2001 (the “Effective Date”), LifePoint Holdings 3, Inc. (“Holdings 3”) assigned, transferred and conveyed its one hundred percent (100%) limited liability company interest in Lander Valley Medical Center, LLC, a Delaware limited liability company (“LLC”), to Community Hospital of Andalusia, Inc. (“Andalusia”), whereupon Andalusia became the sole member of the LLC. Attached hereto is a copy of the Limited Liability Company Agreement of the LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all terms and provisions of the Agreement, and further agrees that, from and after the Effective date, all references in the Agreement to Holdings 3 as the sole member (the “Member”) shall be deemed to references to Andalusia as the Member.

          IN WITNESS WHEREOF, Andalusia has executed this Addendum on the 1st day of September, 2001.

COMMUNITY HOSPITAL OF ANDALUSIA, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Senior Vice President, General Counsel and Secretary

EX-3.151

Exhibit 3.151

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LANDER VALLEY PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF SEPTEMBER, A.D. 2002, AT 4 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, “LANDER VALLEY PHYSICIAN PRACTICES, LLC”.

3570783    8100H 110292854		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620257 DATE: 03-14-11

Certificate of Formation
of
Lander Valley Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Lander Valley Physician Practices, LLC (the “Company).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 19, 2002.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 09/19/2002

020585406 — 3570783

BOS_@LLC Subsidiary formation template-New@

- 2 -

EX-3.152

Exhibit 3.152

Limited Liability Company Agreement
of
Lander Valley Physician Practices, LLC

          This Limited Liability Company Agreement of Lander Valley Physician Practices, LLC, effective as of September 19, 2002 (this “Agreement”) is entered into by Community Hospital of Andalusia, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

           WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Lander Valley Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

BOS_@LLC Subsidiary formation template-New@

- 3 -

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Daniel S. Slipkovich	President
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Mark B. Medley	Division CFO
Roberto G. Pantoja	Vice President and Controller
May Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

BOS_@LLC Subsidiary formation template-New@

- 4 -

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of September 19, 2002.

Community Hospital of Andalusia, Inc.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

BOS_@LLC Subsidiary formation template-New@

- 5 -

EX-3.153

Exhibit 3.153

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LAS CRUCES PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTIETH DAY OF APRIL, A.D. 2006, AT 9:07 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LAS CRUCES PHYSICIAN PRACTICES, LLC”.

4145712     8100H 110292859		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620261 DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:23 PM 04/20/2006

FILED 09:07 PM 04/20/2006

SRV 060370354 — 4145712 FILE

Certificate of Formation
of
Las Cruces Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Las Cruces Physician Practices, LLC (the “Company”)

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of April 14, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.154

Exhibit 3.154

Limited Liability Company Agreement
of
Las Cruces Practices, LLC

          This Limited Liability Company Agreement of Las Cruces Physician Practices, LLC, effective as of April 20, 2006 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Las Cruces Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael A. Wiechart, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Jonathan C. Wall, Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Mangers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein

or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of April 20, 2006.

Province healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.155

Exhibit 3.155

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LCMC MRI, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIRST DAY OF MAY, A.D. 2006, AT 6:43 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, “LCMC MRI, LLC”

4151555    8100H 110292866		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620265 DATE: 03-14-11

Certificate of Formation
of
LCMC MRI, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is LCMC MRI, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 1, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:08 PM 05/01/2006

FILED 06:43 PM 05/01/2006

SRV 060404792 — 4151555 FILE

EX-3.156

Exhibit 3.156

Limited Liability Company Agreement
of
LCMC MRI, LLC

          This Limited Liability Company Agreement of LCMC MRI, LLC, effective as of May 1, 2006 (this “Agreement”) is entered into by LifePoint of Lake Cumberland, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be LCMC MRI, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas M. Weiss, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Thomas H. Butler, Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall

become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 1, 2006.

LifePoint of lake Cumberland, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.157

Exhibit 3.157

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LCMC PET, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIRST DAY OF MAY, A.D. 2006, AT 6:45 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, “LCMC PET, LLC”.

4151556    8100H 110292882		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620271 DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:08 PM 05/01/2006

FILED 06:45 PM 05/01/2006

SRV 060404804 — 4151556 FILE

Certificate of Formation
of
LCMC PET, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is LCMC PET, LLC (the “Company).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 1, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.158

Exhibit 3.158

Limited Liability Company Agreement
of
LCMC PET, LLC

          This Limited Liability Company Agreement of LCMC PET, LLC, effective as of May 1, 2006 (this “Agreement”) is entered into by LifePoint of Lake Cumberland, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.),as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be LCMC PET, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas M. Weiss, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Thomas H. Butler, Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall

become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8- 102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 1, 2006.

LifePoint of Lake Cumberland, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.159

Exhibit 3.159

Delaware	PAGE 1
The first State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LHSC, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF APRIL, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “LOSCO, LLC” TO “LHSC, LLC”, FILED THE THIRTIETH DAY OF AUGUST, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LHSC, LLC”.

3034459     8100H 110292896		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620280 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/23/1999
991162462 — 3034459

CERTIFICATE OF FORMATION
OF
LOSCO, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is LOSCO, 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 April 23, 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 08/30/1999
991361764 — 3034459

Certificate of Amendment
to
Certificate of Formation
of
LOSCO, LLC

     It is hereby certified that:

     1. The name of the limited liability company (hereinafter the “limited liability company”) is LOSCO, LLC.

     2. The certificate of formation of the limited liability company is hereby amended by striking out Article I thereof and by substituting in lieu of said Article the following new Article:

     FIRST: The name of the limited liability company is LHSC, LLC (the “Company”).

     3. The amendment shall be effective upon filing.

Executed on: August 30, 1999.

/s/ William F. Carpenter III  

William F. Carpenter III, Manager 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020040759 — 3034459

CERTIFICATE OF AMENDMENT
OF
LHSC, LLC

     1. The name of the limited liability company is LHSC, 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 LHSC, LLC this 15 day of January, 2002.

LHSC, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,  

Title Manager 

EX-3.160

Exhibit 3.160

LIMITED LIABILITY COMPANY AGREEMENT
OF
LOSCO, LLC

          This Limited Liability Company Agreement of LOSCO, LLC, effective as of April 23, 1999 (this “Agreement”), is entered into by GHC — Galen Health Care, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C § 18-101, et seq), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is LOSCO, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the

aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers, in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Scott L. Mercy	Chairman and Chief Executive Officer
James M. Fleetwood, Jr.	President and Chief Operating Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Kenneth C. Donahey	Senior Vice President and Chief Financial Officer

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          1. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          2. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          3. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

2

          4. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          5. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          6. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          7. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          8. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          9. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          10. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          11. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 23^rd day of April, 1999.

GHC — GALEN HEALTH CARE, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Manager

4

ADDENDUM

     Effective as of May 4, 1999 (the “Effective Date”), GHC — Galen Health Care, LLC (“GHC - Galen”) assigned, transferred and conveyed its 100% limited liability company interest in LOSCO, LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to GHC - Galen as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 4^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Manager

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in LOSCO, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”),whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in LOSCO, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sale member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in LOSCO, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.161

Exhibit 3.161

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT ACQUISITION CORP. ” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1:08 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LIFEPOINT ACQUISITION CORP”.

3999304   8100H
110292911

You may verify this certificate online at corp. Delaware. gov/authver.shtml /s/ Jeffrey W. Bullock   Jeffrey W. Bullock. Secretary of State
AUTHENTICATION: 8620285

DATE: 03-14-11

State of Delaware
Secretary of State

Division of Corporations

Delivered 01:16 PM 07/13/2005

FILED 01:08 PM 07/13/2005

SRV 050579043 — 3999304 FILE

CERTIFICATE OF INCORPORATION

OF

LIFEPOINT ACQUISITION CORP.

     THE UNDERSIGNED, in order to form a corporation (hereinafter referred to as the “Corporation”) for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows:

     1. The name of the Corporation is LifePoint Acquisition Corp.

     2. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     3. The purpose of the Corporation 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.

     4. The total number of shares of capital stock that the Corporation shall have the authority to issue is 1,000 shares of Common Stock with a par value of $.01 per share.

     5. The name and mailing address of the sole incorporator of the Corporation is as follows:

Mary Kim E. Shipp
LifePoint Hospitals, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027

     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, adopt, alter, amend or repeal the By-Laws of the Corporation.

     8. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of the Delaware General Corporation Law Section 102, as the same may be amended and supplemented from time to time. Any repeal or modification of this Section 8 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     9. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, 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 and 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 or her 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.

     I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 13th day of July, 2005.

/s/ Mary Kim E. Shipp  

Mary Kim E. Shipp 

Sole Incorporator 

2 

EX-3.162

Exhibit 3.162

BY-LAWS
OF
LIFEPOINT ACQUISITION CORP.

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington. The Corporation may have such other offices, either within or without the State of Delaware 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 in the State of Delaware and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of May or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Delaware, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Delaware, 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 outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; proved, 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote 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.

     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 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 Delaware nor need they be the holder of any shares of the capital stock of the Corporation.

     Section 2.1. COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the

directors 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 of [State] 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 4. NOTICE. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director 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 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 5. 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 6. 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 7. VACANCIES. 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.

     SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, 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 Directors 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 DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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 (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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

     SECTION 1. CERTIFICATES FOR SHARES. 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 Vice President and by the Secretary r 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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

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 Corporation Laws of the State of Delaware, 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 X

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 decreased officers or directors.

ARTICLE XI

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.

     Adopted by the Board of Directors this 13^th day of July, 2005.

/s/ William F. Carpenter  

President 

ATTEST:
 

/s/ Mary Kim E. Shipp  

EX-3.163

Exhibit 3.163

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT ASSET MANAGEMENT COMPANY, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF DECEMBER, A.D. 2001, AT 9 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LIFEPOINT ASSET MANAGEMENT COMPANY, INC.”

3474225      8100H 110292923		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620290 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/27/2001

010669776 — 3474225

CERTIFICATE OF INCORPORATION

OF

LIFEPOINT ASSET MANAGEMENT COMPANY, INC.

     FIRST: The name of the Corporation is LifePoint Asset Management Company, Inc. (the “Corporation”).

     SECOND: The registered office of the Corporation in the State of Delaware is located at 300 Delaware Ave., 9^th Floor, DE-5403, Wilmington, County of New Castle, Delaware 19801. The registered agent of the Corporation at that address is Griffin Corporate Services, Inc.

     THIRD: The purpose of the Corporation 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; provided that the Corporation’s activities shall be confined to the management and maintenance of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner as to qualify for exemption from income taxation under, Section 1902(b) (8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law.

     FOURTH: The Corporation shall have authority to issue 1,000 (one thousand) shares of common stock, having a par value of $0.01 (one cent) per share.

     FIFTH: The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision of Delaware law.

     SIXTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders except for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful dividend payments or stock purchases or redemptions under section 174 of the Delaware General Corporation Law (or any successor provision of Delaware law), or (iv) any transaction from which the director derived an

improper personal benefit; and the directors of the Corporation shall be entitled, to the full extent permitted by Delaware law, as amended from time to time, to the benefits of provisions limiting the personal liability of directors.

     SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the By-Laws of the Corporation. The directors need not be elected by ballot unless required by the By-Laws of the Corporation.

     EIGHTH: Meetings of the stockholders will be held within the State of Delaware. The books of the Corporation will be kept (subject to the provisions contained in the General Corporation Law) in 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.

     NINTH: In the furtherance and not in limitation of the objects, purposes and powers prescribed herein and conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the By-Laws.

     TENTH: The Corporation reserves the right to amend or repeal any provision contained in the Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

     ELEVENTH: The Corporation shall have no power and may not be authorized by its stockholders or directors (i) to perform or omit to do any act that would cause the Corporation to lose its status as a corporation exempt from the Delaware Corporation income tax under Section 1902 (b) (8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law, or (ii) to conduct any activities outside of Delaware which could result in the Corporation being subject to tax outside of Delaware.

     TWELFTH: The name and mailing address of the Incorporator is Kimberlee A. Poteet, 300 Delaware Avenue, 9^th Floor, DE-5403, Wilmington, Delaware 19801.

     THIRTEENTH: The powers of the incorporator shall terminate upon election of directors.

     I, THE UNDERSIGNED, being the 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 herein stated are true, and accordingly have hereunto set my hand this 27^th day of December, 2001.

/s/ Kimberlee A. Poteet  

Kimberlee A. Poteet 

Incorporator 

EX-3.164

Exhibit 3.164

LIFEPOINT ASSET MANAGEMENT COMPANY, INC.
BY-LAWS

ARTICLE I
STOCKHOLDERS

     Section 1. Annual Meeting.

     An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

     Section 2. Special Meetings.

     Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix.

     Section 3. Notice of Meetings.

     Written notice of the place, date, and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

     When a meeting is adjourned to another place, date, or time, written notice need not be given of the adjourned meeting if the place, date, and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new

record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

     Section 4. Quorum.

     At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

     If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

     If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

     Section 5. Organization.

     Such person as the Board of Directors may have designated and/or, in the absence of such a person, the chief executive officer of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the

absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

     Section 6. Conduct of Business.

     The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

     Section 7. Proxies and Voting.

     At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

     Each stockholder shall have one (1) vote for every share of stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided herein or required by law.

     All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefore by a stockholder entitled to vote or by his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

     All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

     Section 8. Stock List.

     A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such 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 stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

     Section 9. Consent of Stockholders in Lieu of Meeting.

     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 the 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, 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 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 made by hand or by certified or registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section.

ARTICLE II

BOARD OF DIRECTORS

     Section 1. Number and Term of Office.

     The number of directors who shall constitute the whole Board shall be such number as the Board of Directors shall from time to time have designated, except that in the absence of any such designation, such number shall be three (3). Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law.

     Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

     Section 2. Vacancies.

     If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.

     Section 3. Regular Meetings.

     Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

     Section 4. Special Meetings.

     Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

     Section 5. Quorum.

     At any meeting of the Board of Directors, a majority of the total number of the whole Board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

     Section 6. Participation in Meetings By Conference Telephone.

     Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

     Section 7. Conduct of Business.

     At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

     Section 8. Powers.

     The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting the generality of the foregoing, the unqualified power:

(1)	To declare dividends from time to time in accordance with law;
(2)	To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;
(3)	To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(4)	To remove any officer of the Corporation with or without cause, and from time to time to confer the powers and duties of any officer upon any other person for the time being;
(5)	To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate officers, employees and agents;
(6)	To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;
(7)	To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and,
(8)	To adopt from time to time regulations, not inconsistent with these By-laws, for the management of the Corporation’s business and affairs.

ARTICLE III

COMMITTEES

     Section 1. Committees of the Board of Directors.

     The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, effect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and

authority of the Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

     Section 2. Conduct of Business.

     Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event, one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV

OFFICERS

     Section 1. Officers.

     The officers of the Corporation shall be elected by the Board of Directors, and shall include a President, a Secretary, a Treasurer, and such other officers, employees and agents as appointed,

from time to time, in accordance with these By-laws. Additionally, the President shall have the power to appoint such Vice Presidents and other officers equivalent or junior thereto as the President may deem appropriate.

     Section 2. Term.

     Each officer of the Corporation shall serve at the pleasure of the Board of Directors, and the Board may remove any officer at any time with or without cause. Any officer, if appointed by the President of the Corporation, may likewise be removed by the President of the Corporation.

     Section 3. Authority and Duties.

     All officers and agents of the Corporation shall have such authority and perform such duties in the management of the property and affairs of the Corporation as generally pertain to their respective offices, as well as such authority and duties as may be determined by the Board of Directors.

     Section 4. Execution of Instruments.

     Checks, notes, drafts, other commercial instruments, assignments, guarantees of signatures, and contracts (except as otherwise provided herein or by law) shall be executed by the President, any Vice President, the Secretary, the Treasurer, or such officers or employees or agents as the Board of Directors or any of such designated officers may direct.

     Section 5. Compensation.

     The Board of Directors shall have power to fix, or to delegate the power to fix, the compensation for services in any capacity of all officers, employees or agents of the Corporation. The Board of Directors shall have the authority to establish, within legal limits, such pension, retirement, stock purchase and stock option plans, and such other fringe benefit plans for the benefit of officers, employees, or agents as it deems to be in the best interest of the Corporation.

     Section 6. Action with Respect to Securities of Other Corporations.

     Unless otherwise directed by the Board of Directors, the President, any Vice President, the Secretary, the Treasurer or any officer of the Corporation authorized by such officers shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V

STOCK

     Section 1. Certificates of Stock.

     Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

     Section 2. Transfers of Stock.

     Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these By-Laws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

     Section 3. Record Date.

     In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that 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 at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

     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.

     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 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 be not more than ten (10) days after the date upon which the

resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date 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 in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     Section 4. Lost, Stolen, or Destroyed Certificates.

     In the event of the loss, theft, or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft, or destruction and concerning the giving of a satisfactory bond or bonds or indemnity.

     Section 5. Regulations.

     The issue, transfer, conversion, and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI

NOTICES

     Section 1. Notices.

     Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee, or agent shall be in writing and may in

every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by prepaid telegram or mailgram. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the Corporation. The time when such notice is received, if hand-delivered, or dispatched, if delivered through the mails or by telegram or mailgram, shall be the time of the giving of the notice.

     Section 2. Waivers.

     A written waiver of any notice, signed by a stockholder, director, officer, employee, or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee, or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII

MISCELLANEOUS

     Section 1. Facsimile Signatures.

     In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these By-Laws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

     Section 2. Corporate Seal.

     The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

     Section 3. Reliance upon Books, Reports, and Records.

     Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

     Section 4. Fiscal Year.

     The fiscal year of the Corporation shall be as fixed by the Board of Directors.

     Section 5. Time Periods.

     In applying any provision of these By-Laws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 1. Right to Indemnification.

     Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or

an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article VIII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

     Section 2. Right to Advancement of Expenses.

     The right to indemnification conferred in Section 1 of this Article VIII 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 General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee

benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this Article VIII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the indemnitee’s heirs, executors, and administrators.

     Section 3. Right of Indemnitee to Bring Suit.

     If a claim under Section 1 or 2 of this Article VIII is not paid in full by the Corporation within sixty (60) 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 (20) 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, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also 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 in 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 brought 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 any applicable standard for indemnification set forth in the Delaware General Corporation Law. 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 is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, 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 brought 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 to be indemnified, or to such advancement of expenses, under this Article VIII or otherwise shall be on the Corporation.

     Section 4. Non-Exclusivity of Rights.

     The rights to indemnification and to the advancement of expenses conferred in this Article VIII shall not be exclusive of any other right which any person my have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, By-Laws, agreement, vote of stockholders, or disinterested directors or otherwise.

     Section 5. Insurance.

     The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise 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 General Corporation Law.

     Section 6. Indemnification 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 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

     These By-Laws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting.

EX-3.165

Exhibit 3.165

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT BILLING SERVICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “AMERICA GROUP OFFICES, LLC” TO “LIFEPOINT BILLING SERVICES, LLC”, FILED THE THIRD DAY OF JUNE, A.D. 2005, AT 1:25 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, “LIFEPOINT BILLING SERVICES, LLC”.

2980123    8100H		/s/ Jeffrey W. Bullock
110292712 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620192 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/15/1998

981485639 — 2980123

CERTIFICATE OF FORMATION
OF
AMERICA GROUP OFFICES, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is America Group Offices, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road. Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020042009 — 2980123

CERTIFICATE OF AMENDMENT

OF

     America Group Offices, LLC

     1. The name of the limited liability company is

          America Group Offices, 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 America Group Offices, LLC this 15 day of January, 2002.

America Group Offices, LLC
/s/ William F. Carpenter III
William F. Carpenter III
Title	Manager

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:34 PM 06/03/2005

FILED 01:25 PM 06/03/2005

SRV 050466165 — 2980123 FILE

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

AMERICA GROUP OFFICES, LLC

America Group Offices, LLC (hereinafter called the “Company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

     FIRST: The name of the limited liability company is America Group Offices, LLC.

     SECOND: The certificate of formation of the Company is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article:

          “FIRST: The name of the limited liability company is LifePoint Billing Services, LLC.”

Executed on this 2nd day of June, 2005.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Manager

EX-3.166

Exhibit 3.166

Amended and Restated
Limited Liability Company Agreement
of
LifePoint Billing Services, LLC

          This Amended and Restated Limited Liability Company Agreement of LifePoint Billing Services, LLC, effective as of June 3, 2005 (this “Agreement”) is entered into by LifePoint Corporate Services, General Partnership, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the original Limited Liability Company Agreement; and

          NOW, THEREFORE, the Member hereby amends and restates the original Limited Liability Company Agreement as follows:

          1. Name. The name of the limited liability company shall be LifePoint Billing Services, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or

otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

William F. Carpenter III, President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operating Officer
Gary D. Willis, Vice President
Jeff Alan Eilers, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted

by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 3, 2005.

Lifepoint Corporate Services, General Partnership
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.167

Exhibit 3.167

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT CORPORATE SERVICES, GENERAL PARTNERSHIP” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     STATEMENT OF PARTNERSHIP EXISTENCE, FILED THE ELEVENTH DAY OF SEPTEMBER, A.D. 2007, AT 6:42 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID GENERAL PARTNERSHIP, “LIFEPOINT CORPORATE SERVICES, GENERAL PARTNERSHIP” -

4421481     8100H		/s/ Jeffrey W. Bullock
110292712 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620193 DATE: 03-14-11

State of Delaware
Secretary of State

Division of Corporations

Delivered 07:44 PM 09/11/2007

FILED 06:42 PM 09/11/2007

SRV 071007135 — 4421481 FILE

STATE OF DELAWARE
STATEMENT OF
PARTNERSHIP EXISTENCE

1.	The name of the partnership is LifePoint Corporate Services, General Partnership
2.	The address of its registered agent in the State of Delaware is 1209 Orange Street in the City of Wilmington, Delaware Zip Code 19801.
	The name of the registered agent is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Statement of Partnership Existence this 11^th day of September, 2007 A.D.

LifePoint CSGP, LLC, General Partner Authorized Partner(s)
By:	/s/ Mary Kim E. Shipp
	Print or Type Name(s)
	Mary Kim E. Shipp

EX-3.168

Exhibit 3.168

AGREEMENT OF GENERAL PARTNERSHIP
OF
LIFEPOINT CORPORATE SERVICES, GENERAL PARTNERSHIP

     The undersigned parties, being all of the partners (the “Partners”) of LifePoint Corporate Services, General Partnership (the “Partnership”), a Delaware general partnership, hereby form the Partnership pursuant to the provisions of the Revised Uniform Partnership Act (the “Act”), and hereby agree that the ownership interests in the Partnership (“Percentage Ownership”) and the capital contributions of the Partners are as follows:

	Percentage			Initial
Name and Address of Partners	Ownership			Contribution
General Partner:				The assets contributed to the
LifePoint CSGP, LLC		1	%	Partnership by the Partners
103 Powell Court Suite 200 Brentwood, TN 37027				as set forth in a Contribution Agreement, effective as of the Effective
General Partner:		99	%	Time (as defined therein),
LifePoint CSLP, LLC				between the Partners and the
103 Powell Court				Partnership.
Suite 200
Brentwood, TN 37027

     Neither Partner shall be required to make any additional contributions of capital to the Partnership, although the Partners may from time to time agree to make additional contributions to the Partnership.

     The Partnership 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 address of the registered office of the Partnership in the State of Delaware is 2711 Centerville Road, Wilmington, Delaware 19808 and the name and address of the registered agent for service of process on the Partnership in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Wilmington, Delaware 19808.

     The Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050.

     Prior to the dissolution of the Partnership, no Partner shall have the right to receive any distributions 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 each Partner, as specified in this Agreement of General Partnership (the “Partnership Agreement”).

     The Partners of the Partnership shall each have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership and may take any and all action, including, but not limited to, the disposition of any or all of the Partnership’s assets. The Partners shall maintain all books and records required by the Act to be maintained at the Partnership’s principal place of business. The Partners shall have the right to designate a different registered agent and/or registered office for the Partnership by complying with any requirements pursuant to the Act.

     The Partnership shall indemnify and hold harmless its Partners, managers, members, employees, agents and representatives and the shareholders, officers, directors, members, employees, agents and representatives of its partners to the fullest extent permitted by the Act.

     Neither General Partner shall be permitted to withdraw from the Partnership or transfer, assign, or pledge its interest in the Partnership without the prior written consent of the other Partner, which consent may be withheld in such Partner’s sole discretion.

     The Partnership is hereby authorized to engage in any merger or consolidating transaction with any general partnership or other business entity pursuant to the Act. The Partners may approve any such merger or consolidation transaction. If the Partnership is the surviving or resulting general partnership in any merger or consolidation, the Partnership Agreement may be amended and/or restated in connection with the agreement of merger or consolidation.

     The Partnership Agreement may be amended in whole or in part at the sole discretion of the Partners. The Partners may, in their sole and absolute discretion, admit additional or substitute general or partners and reallocate the Percent Ownership.

     The Partners hereby agree that all other terms of the Partnership be controlled and interpreted in accordance with the Act.

******

2

     IN WITNESS WHEREOF, this Agreement of General Partnership has been executed as of June 29, 1999.

LIFEPOINT CSGP, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Senior Vice President, Secretary and General Counsel
LIFEPOINT CSLP, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Senior Vice President, Secretary and General Counsel

3

AMENDMENT NO. 1 TO
GENERAL PARTNERSHIP AGREEMENT
OF
LIFEPOINT CORPORATE SERVICES, GENERAL PARTNERSHIP.

          Amendment No. 1 to General Partnership Agreement of LifePoint Corporate Services, General Partnership, effective as of April 15, 2005 (this “Amendment”).

          WHEREAS, LifePoint CSGP, LLC, as a General Partner and LifePoint CSLP, LLC, as a General Partner (each a “General Partner” and together the “General Partners”), are parties to that certain General Partnership Agreement, dated as of June 29, 1999 (the “GP Agreement”) and

          WHEREAS, the General Partners now desire to amend certain provisions of the GP Agreement as more fully described herein.

          NOW, THEREFORE, the GP Agreement is hereby amended as follows:

          1. The GP Agreement shall be amended by adding a new paragraph to the end thereto, which shall read as follows:

          “All Partnership interests in the Partnership shall be represented by certificate(s) issued by the Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Delaware Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

          4. Except as amended hereby, the GP Agreement shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

LIFEPOINT CSGP, LLC, as General Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	President and Secretary
LIFEPOINT CSLP, LLC, as General Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	President and Secretary

Signature Page to Amendment No. 1 to GP Agreement
of LifePoint Corporate Services, General Partnership

EX-3.169

Exhibit 3.169

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT CSGP, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LIFEPOINT CSGP, LLC”.

3036040     8100H 110292712		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620194 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/28/1999
991167805 — 3036040

CERTIFICATE OF FORMATION
OF
LIFEPOINT CSGP, LLC

Under Section l8-201of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is LifePoint CSGP, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Dalaware 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 April 28, 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 10:00 AM 01/22/2002
020040753 — 3036040

CERTIFICATE OF AMENDMENT

OF

     LifePoint CSGP, LLC

     1. The name of the limited liability company is

          LifePoint CSGP, 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 LifePoint CSGP, LLC this 15 day of January, 2002.

LifePoint CSGP, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager 

EX-3.170

Exhibit 3.170

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIFEPOINT CSGP, LLC

          This Limited Liability Company Agreement of LifePoint CSGP, LLC, effective as of April 28, 1999 (this “Agreement”), is entered into by HealthTrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the ‘Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is LifePoint CSGP, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
R. Milton Johnson	Vice President
Ronald Lee Grubbs, Jr.	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

2

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 1^st day of May 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the ‘Effective Date”), HealthTrust, Inc. — The Hospital Company (“HealthTrust”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint CSGP, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to HealthTrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint CSGP, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint CSGP, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.171

Exhibit 3.171

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT CSLP, LLC“ AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF APRIL, A. D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A. D. 2001, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LIFEPOINT CSLP, LLC”.

3036045     8100H 110292712		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620195 DATE: 03-14-11

CERTIFICATE OF FORMATION
OF
LIFEPOINT CSLP, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is LifePoint CSLP, 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 April 28, 1999.

By:	/s/ John M. Frank II
	Name:	John M. Frank II
	Title:	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/28/1999
[ILLEGIBLE]

CERTIFICATE OF AMENDMENT

OF

LifePoint CSLP, LLC

     1. The name of the limited liability company is LifePoint CSLP, 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 LifePoint CSLP, LLC this 15 day of January, 2002.

LifePoint CSLP, LLC

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager  

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2001
020040878 — 3036045

EX-3.172

Exhibit 3.172

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIFEPOINT CSLP, LLC

          This Limited Liability Company Agreement of LifePoint CSLP, LLC, effective as of April 28, 1999 (this “Agreement”), is entered into by HealthTrust, Inc. — The Hospital Company, as the sole member (the “Member’).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is LifePoint CSLP, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
R. Milton Johnson	Vice President
Ronald Lee Grubbs, Jr.	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

2

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

*****

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 1^st day of May 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

          Effective as of May 11, 1999 (the “Effective Date”), HealthTrust, Inc. — The Hospital Company (“HealthTrust”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint CSLP, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to HealthTrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

          IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

          Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint CSLP, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

          IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.173

Exhibit 3.173

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT HOLDINGS 2, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF DECEMBER, A.D. 2003, AT 2:51 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE FIRST DAY OF JANUARY, A.D. 2004, AT 12:01 O’CLOCK A.M.

      AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LIFEPOINT HOLDINGS 2, LLC”.

3016372     8100H		/s/ Jeffrey W. Bullock
110292712 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620196 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/28/1999

991168756 — 3016372

CERTIFICATE OF FORMATION
OF
LIFEPOINT HOLDINGS 2, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is LifePoint Holdings 2, 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 April 28, 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 10:00 AM 01/22/2002

020041212 — 3016372

CERTIFICATE OF AMENDMENT
OF
LifePoint Holdings 2, LLC

     1. The name of the limited liability company is LifePoint Holdings 2, 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 LifePoint Holdings 2, LLC this 15 day of January, 2002.

LifePoint Holdings 2, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager  

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:55 PM 12/30/2003

FILED 02:51 PM 12/30/2003

SRV 030843525 — 3016372 FILE

CERTIFICATE OF MERGER
MERGING
BARTOW HEALTHCARE PARTNER, INC.
(a Florida corporation)
WITH AND INTO
LIFEPOINT HOLDINGS 2, LLC
(a Delaware limited liability company)

     Pursuant to Section 18-209 the Delaware Limited Liability Company Act and Sections 607.1109 and 607.1108 of the Florida Business Corporation Act, Bartow Healthcare Partner, Inc., a Florida corporation (the “Corporation”), and LifePoint Holdings 2, LLC, a Delaware limited liability company (the “LLC”), hereby adopt the following Certificate of Merger:

     1. The Agreement and Plan of Merger (the “Plan”), attached hereto as Exhibit A and incorporated herein by reference, has been approved and executed by both the Corporation and the LLC.

     2. The surviving entity is LifePoint Holdings 2, LLC (the “Surviving Entity”).

     3. The Plan shall become effective at 12:01 a.m. on January 1, 2004.

     4. The Plan is on file at the Surviving Entity’s principal office, 103 Powell Court, Suite 200, Brentwood, Tennessee 37027.

     5. The Plan will be furnished by the Surviving Entity, on request and without cost, to any shareholder of the Corporation.

[Signature page follows]

     IN WITNESS WHEREOF, each of the undersigned has duly caused this Certificate of Merger to be executed by their respective duly authorized officers as of this 30^th day of December, 2003.

BARTOW HEALTHCARE PARTNER, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III,
	Senior Vice President
LIFEPOINT HOLDINGS 2, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III, President

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated as of December 30, 2003 (this “Agreement”), is by and between Bartow Healthcare Partner, Inc., a Florida corporation (the “Corporation”) whose sole shareholder is LifePoint Holdings 3, Inc., a Delaware corporation (“Parent”), and LifePoint Holdings 2, LLC, a Delaware limited liability company (the “LLC”) whose sole member is LifePoint Hospitals Holdings, Inc., a Delaware corporation (“Holdings”).

RECITALS:

     WHEREAS, Parent, as sole shareholder of the Corporation, and the board of directors of the Corporation have determined that it is in the best interest of the Corporation to consummate the business combination transaction provided for herein in which the Corporation will merge with and into the LLC, subject to the terms and conditions set forth herein (the “Merger”);

     WHEREAS, Holdings, as sole member of the LLC, has determined that it is in the best interest of the LLC to consummate the Merger;

     NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Corporation and the LLC agree as follows:

ARTICLE 1
THE MERGER

     1.1. The Merger. Subject to the terms and conditions of this Agreement, in accordance with the Florida Business Corporation Act and the Delaware Limited Liability Company Act (the “Act”), at the Effective Time (as defined in Section 1.2 hereof), the Corporation shall merge with and into the LLC. The LLC shall be the surviving entity (the “Surviving Entity”) in the Merger and shall continue its limited liability company existence under the laws of the State of Delaware. The address of the Surviving Entity’s principal place of business is 103 Powell Court, Suite 200, Brentwood, Tennessee 37027. Upon consummation of the Merger, the separate corporate existence of the Corporation shall terminate. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the Act.

     1.2. Effective Time. The Merger shall become effective at 12:01 a.m. on January 1, 2004 (the “Effective Time”), as set forth in the certificate of merger which shall be filed with the Secretary of State of the State of Delaware and the articles of merger which shall be filed with the Secretary of State of the State of Florida.

1

ARTICLE 2
EXCHANGE OF SHARES

     2.1 Effects of the Merger on Securities of the LLC. As of the Effective Time, each unit of membership interest of the LLC issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall continue to represent one unit (“Unit”) of membership interest of the Surviving Entity. As of the Effective Time, in consideration of the Merger, Parent shall receive 3% of the issued and outstanding Units of the Surviving Entity and Holdings shall own the remaining 97% of the issued and outstanding Units of the Surviving Entity.

     2.2 Effects of the Merger on Securities of the Corporation. At the Effective Time, each share of the common stock, par value $1.00 per share, of the Corporation (“Corporation Common Stock”) issued and outstanding immediately prior to the Effective Time shall, by virtue of this Agreement and without any further action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor.

ARTICLE 3
EFFECTS OF THE MERGER

     3.1. Certificate of Formation. At the Effective Time, the Certificate of Formation of the LLC as in effect at the Effective Time shall be the Certificate of Formation of the Surviving Entity (the “Surviving Entity Certificate”).

     3.2. Limited Liability Company Agreement. At the Effective Time, the Limited Liability Company Agreement of the LLC as in effect at the Effective Time shall be the limited liability company agreement of the Surviving Entity (the “Surviving Entity LLC Agreement”) until thereafter amended in accordance with applicable law and the Surviving Entity Certificate.

     3.3. Management. At the Effective Time, the LLC is member-managed and, thereafter, the Surviving Entity shall continue to be member-managed until the Surviving Entity LLC Agreement is appropriately amended in accordance with applicable law and the Surviving Entity Certificate. The sole member of the LLC immediately prior to the Effective Time shall be the sole member of the Surviving Entity.

[Signature page follows]

     IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

BARTOW HEALTHCARE PARTNER, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III,
	Senior Vice President
LIFEPOINT HOLDINGS 2, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III,
	President

EX-3.174

Exhibit 3.174

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIFEPOINT HOLDINGS 2, LLC

     This Limited Liability Company Agreement of LifePoint Holdings 2, LLC, effective as of April 28, 1999 (this “Agreement”), is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company formed hereby is LifePoint Holdings 2, LLC (the “Company”).

     2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
R. Milton Johnson	Vice President
Ronald Lee Grubbs, Jr.	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

2

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the ‘Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 3^rd day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	Name:
	Title:

4

EX-3.175

Exhibit 3.175

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT HOLDINGS 3, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTIETH DAY OF APRIL, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-FOURTH DAY OF JANUARY, A.D. 2002, AT 4:30 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LIFEPOINT HOLDINGS 3, INC.”.

3032162     8100H		/s/ Jeffrey W. Bullock
110292798 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620363 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/30/1999

991171793 — 3032162

CERTIFICATE OF INCORPORATION

of

LIFEPOINT HOLDINGS 3, INC.

     THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

ARTICLE I

     The name of the Corporation is: LifePoint Holdings 3, Inc. (hereinafter referred to as the “Corporation”).

ARTICLE II

     The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington DE 19805, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

     The purpose for which the Corporation is organized is to engage in any lawful acts and activities for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

     The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share.

ARTICLE V

     Elections of directors need not be by written ballot unless required by the by-laws of the Corporation. Any director may be removed from office either with or without cause at any time by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given at a meeting of the stockholders called for that purpose, or by the consent of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given in accordance with Section 228 of the General Corporation Law of the State of Delaware.

ARTICLE VI

     In furtherance and not in limitation of the power conferred upon the Board of Directors by law, the Board of Directors shall have power to make, adopt, alter, amend and repeal from time to time the By-laws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter, amend and repeat by-laws adopted by the Board of Directors.

ARTICLE VII

     No director shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit any liability that may exist with respect to (1) a breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the Delaware General Corporation Law or (4) a transaction from which the director derived an improper personal benefit, it being the intention of the foregoing provision to eliminate the liability of the Corporation’s directors to the Corporation or its stockholders to the fullest extent permitted by Section l02(b)(7) of the Delaware General Corporation Law, as in effect on the date hereof and as such Section may be amended after the date hereof to the extent such amendment permits such liability to be further eliminated or limited. The Corporation shall indemnify to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (as in effect on the date hereof and as such Section may be amended after the date hereof) each person that such Section grants the Corporation the power to indemnify.

ARTICLE VIII

     The name and address of the sole incorporator is as follow:

Jennifer Meyer
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019

2

     IN WITNESS WHEREOF, the undersigned has executed this document as of the 30^th day of April, 1999.

/s/ Jennifer Meyer  

Jennifer Meyer 

Sole Incorporator 

3

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

*****

LifePoint Holdings 3, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

     That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

     That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

     IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 15 day of ____ January ____, 2002.

LifePoint Holdings 3, Inc.
 

/s/ William F. Carpenter  

Title: Secretary 

* Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 01/24/2002

020049291 — 3032162

EX-3.176

Exhibit 3.176

LIFEPOINT HOLDINGS 3, INC.

BYLAWS

ARTICLE I

Meetings of Stockholders

          Section 1.1 Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held each year on such date, and at such time and place within or without the State of Delaware, as may be designated by the Board of Directors.

          Section 1.2 Special Meetings. Special meetings of the stockholders for any proper purpose or purposes may be called at any time by the Board of Directors, the President or the Secretary, to be held on such date, and at such time and place within or without the State of Delaware, as the Board of Directors, the President or the Secretary, whichever has called the meeting, shall direct. A special meeting of the stockholders shall be called by the President or the Secretary whenever stockholders owning a majority of the shares of the Corporation then issued and outstanding and entitled to vote on matters to be submitted to stockholders of the Corporation shall make application therefor in writing. Any such written request shall state a proper purpose or purposes of the meeting and shall be delivered to the President or the Secretary.

          Section 1.3 Notice of Meeting. Written notice, signed by the President, the Secretary or any Assistant Secretary, of every meeting of stockholders stating the date and time when, and the place where, such meeting is to be held, shall be delivered either personally or by mail to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of such meeting, except as otherwise provided by law. The purpose or purposes for which such meeting is called may, in the case of an annual meeting, and shall in the case of a special meeting, also be stated in such notice. If mailed, such notice shall be directed to

a stockholder at such stockholder’s address as it shall appear on the stock books of the Corporation, unless such stockholder shall have filed with the Secretary a written request that notices intended for such stockholder be mailed to some other address, in which case it shall be mailed to the address designated in such request. Whenever any notice is required to be given under the provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, a waiver thereof, signed by the stockholder entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a stockholder at the meeting shall be deemed equivalent to a written waiver of notice of such meeting.

          Section 1.4 Quorum. The presence at any meeting of stockholders, in person or by proxy, of the holders of record of a majority of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law.

          Section 1.5 Adjournments. In the absence of a quorum, a majority in interest of the stockholders entitled to vote, present in person or by proxy, or, if no stockholder entitled to vote is present in person or by proxy, any officer entitled to preside at or act as secretary of a meeting of stockholders, may adjourn such meeting from time to time until a quorum shall be present.

          Section 1.6 Voting. Directors shall be chosen by a plurality of the votes cast at the election, and, except as otherwise provided by law or by the Certificate of Incorporation, all other questions shall be determined by a majority of the votes cast on such question.

          Section 1.7 Proxies. Any stockholder entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include telegraphing or cabling) by the stockholder himself or by such stockholder’s duly authorized attorney.

2

          Section 1.8 Judges of Election. The Board of Directors may appoint judges of election to serve at any election of directors and at balloting on any other matter that may properly come before a meeting of stockholders. If no such appointment shall be made, or if any of the judges so appointed shall fail to attend, or refuse or be unable to serve, then such appointment may be made by the presiding officer at the meeting.

ARTICLE II

Board of Directors

          Section 2.1 Number. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or stockholders (any such resolution of either the Board of Directors or stockholders being subject to any later resolution of either of them). The first Board of Directors shall consist of one (1) director, and subsequent Boards of Directors shall consist of eight (8) directors until changed as herein provided.

          Section 2.2 Election and Term of Office. Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2.3. Each director (whether elected at an annual meeting or to fill a vacancy or otherwise) shall continue in office until such Director’s successor shall have been elected and qualified or until such Director’s earlier death, resignation or removal in the manner hereinafter provided.

          Section 2.3 Vacancies and Additional Directorships. If any vacancy shall occur among the directors by reason of death, resignation or removal, or as the result of an increase in the number of directorships, a majority of the directors then in office, or a sole remaining director, though less than a quorum, may fill any such vacancy.

          Section 2.4 Regular Meetings. A regular meeting of the Board of Directors shall be held for organization, for the election of officers and for the transaction of such other

3

business as may properly come before such meeting, within thirty days after each annual meeting of stockholders. The Board of Directors by resolution may provide for the holding of other regular meetings and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to such director at such director’s residence or usual place of business.

          Section 2.5 Special Meetings. Special meetings of the Board of Directors shall be held upon call by or at the direction of the President or the Secretary. Except as otherwise required by law, notice of each special meeting shall be mailed to each director, addressed to such director at such director’s residence or usual place of business, at least two days before the day on which the meeting is to be held, or shall be sent to such director at such place by telex, facsimile transmission, telegram, radio or cable, or telephoned or delivered to him personally, not later than the day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation or these Bylaws.

          Section 2.6 Waiver of Notice. Whenever any notice is required to be given under the provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, a waiver thereof, signed by the director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall be deemed equivalent to a written waiver of notice of such meeting.

          Section 2.7 Quorum and Manner of Acting. At each meeting of the Board of Directors the presence of a majority of the total number of members of the Board of Directors as constituted from time to time, shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when the Board of Directors consists of one or two directors, then the one or two directors, respectively, shall constitute a quorum. In the absence of a quorum,

4

a majority of those present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as so adjourned without further notice or waiver. A majority of those present at any meeting at which a quorum is present may decide any question brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.

          Section 2.8 Resignation of Directors. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

          Section 2.9 Removal of Directors. At any special meeting of the stockholders, duly called as provided in these Bylaws, any director or directors may be removed from office, either with or without cause, as provided by law. At such meeting a successor or successors may be elected by a plurality of the votes cast, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 2.3.

          Section 2.10 Compensation of Directors. Directors shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE III

Committees of the Board

          Section 3.1 Designations, Power, Alternate Members and Term of Office. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors,

5

designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation or a facsimile thereof to be affixed to or reproduced on all such papers as said committee shall designate. The Board of Directors may designate one or more directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified member at any meeting of such committee. If at a meeting of any committee one or more of the members thereof should be absent or disqualified, and if either the Board of Directors has not so designated any alternate member or members, or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at such meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board of Directors, subject to these Bylaws; provided, however, that any committee member who ceases to be a member of the Board of Directors shall ipso facto cease to be a committee member. Each committee shall appoint a secretary, who may be a Director or an officer of the Corporation.

          Section 3.2 Executive Committee. If an Executive Committee is designated by the Board of Directors in accordance with the provisions of Section 3.1 hereof, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but the Executive Committee shall not have power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or

6

exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the Bylaws of the Corporation, declaring a dividend or authorizing the issuance of stock. The provisions of Article III of these Bylaws shall apply to the Executive Committee.

          Section 3.3 Meetings, Notices and Records. Each committee may provide for the holding of regular meetings, with or without notice, and may fix the times and places at which such meetings shall be held. Special meetings of each committee shall be held upon call by or at the direction of its chairman or, if there be no chairman, by or at the direction of any one of its members. Except as otherwise provided by law, notice of each special meeting of a committee shall be mailed to each member of such committee, addressed to such member at such member’s residence or usual place of business, at least two days before the day on which the meeting is to be held, or shall be sent to him at such place by telex, facsimile transmission, telegram, radio or cable, or telephoned or delivered to such member personally, not later than the day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation of the Corporation or these Bylaws.

          Notice of any meeting of a committee need not be given to any member thereof who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in a signed writing. Each committee shall keep a record of its proceedings.

          Section 3.4 Quorum and Manner of Acting. At each meeting of any committee the presence of a majority of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when a committee consists of one member, then the one member shall constitute a quorum. In the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as so adjourned without further notice or waiver. The act of a majority of the members present at any

7

meeting at which a quorum is present shall be the act of such committee. Subject to the foregoing and other provisions of these ByLaws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business.

          Section 3.5 Resignations. Any member of a committee may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

          Section 3.6 Removal. Any member of any committee may be removed at any time with or without cause by the Board of Directors.

          Section 3.7 Vacancies. If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining member or members of such committee, so long as a quorum is present, may continue to act until such vacancy is filled by the Board of Directors.

          Section 3.8 Compensation. Committee members shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

Officers

          Section 4.1 Officers. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 4.3.

8

          Section 4.2 Election, Term of Office and Qualifications. Each officer (except such officers as may be appointed in accordance with the provisions of Section 4.3) shall be elected by the Board of Directors. Each such officer shall hold such office until such officer’s successor shall have been elected and shall qualify, or until such officer’s death, or until such officer shall have resigned in the manner provided in Section 4.4 or shall have been removed in the manner provided in Section 4.5.

          Section 4.3 Subordinate Officers and Agent. The Board of Directors from time to time may appoint other officers or agents (including one or more Vice-Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers), to hold office for such periods, have such authority and perform such duties as are provided in these Bylaws or as may be provided in the resolutions appointing them. The Board of Directors may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authorities and duties.

          Section 4.4 Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

          Section 4.5 Removal. Any officer specifically designated in Section 4.1 may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of the directors then in office. Any officer or agent appointed in accordance with the provisions of Section 4.3 may be removed with or without cause at any meeting of the Board of Directors by affirmative vote of a majority of the directors present at such meeting, or at any time by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors.

9

          Section 4.6 Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for regular election or appointment to such office.

          Section 4.7 The President. The President shall have those powers and perform those duties as are given him by these Bylaws or as from time to time may be assigned to him by the Board of Directors. He shall be the chief executive officer and shall have the responsibility for carrying out the policies of the Board of Directors and, subject to the control of the Board, shall provide general leadership in matters of policy and planning and have general and active charge, control and supervision of the business employees, property and affairs of the Corporation.

          Section 4.8 Vice Presidents. Vice Presidents shall have those powers and shall perform those duties as from time to time may be assigned by the Board of Directors.

          Section 4.9 Treasurer. The Treasurer shall have custody of all the funds and securities of the corporation and shall perform those other duties as the President may assign to him.

          Section 4.10 Secretary. The Secretary shall give all required notices of the meetings of the stockholder and of the Board of Directors, attend and act as a secretary at all meetings of the stockholders and the Board of Directors, keep records thereof and be the custodian of the seal of the corporation. He shall perform those other duties as the President may assign to him.

          Section 4.11 General Duties of Officers. Each officer, other than the President, in addition to those other powers and duties as are given to him by these Bylaws, shall perform those duties and have such powers as from time to time may be assigned to him by the Board of Directors or the President.

10

          Section 4.12 Salaries. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed in accordance with the provisions of Section 4.3. No officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation.

ARTICLE V

Execution of Instruments and
Deposit of Corporate Funds

          Section 5.1 Executions of Instruments Generally. The President, any Vice- President, the Secretary or the Treasurer, subject to the approval of the Board of Directors, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

          Section 5.2 Borrowing. No loans or advance shall be obtained or contracted for, by or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal

11

property at any time held by the Corporation, and to that end may endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.

          Section 5.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine.

          Section 5.4 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors.

          Section 5.5 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the President or by any other person or persons thereunto authorized by the Board of Directors.

          Section 5.6 Other Contracts and Instruments. All other contracts and instruments binding the Corporation shall be executed in the name and on the behalf of the Corporation by those officers, employees or agents of the Corporation as may be authorized by the board of Directors. That authorization may be general or confirmed to specific instances.

ARTICLE VI

Record Dates

          Section 6.1 Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment

12

thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors.

ARTICLE VII

Corporate Seal

          Section 7.1 Corporate Seal. The corporate seal shall be circular in form and shall bear the name of the Corporation and words and figures denoting its organization under the laws of the State of Delaware and the year thereof and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE VIII

Fiscal Year

          Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

13

ARTICLE IX

Amendments

          Section 9.1 Amendments. All Bylaws of the Corporation may be amended or repealed, and new Bylaws may be made, by an affirmative majority of the votes cast at any annual or special stockholders’ meeting by holders of outstanding shares of stock of the Corporation entitled to vote, or by an affirmative vote of a majority of the directors present at any organizational, regular, or special meeting of the Board of Directors.

ARTICLE X

Action Without A Meeting

          Section 10.1 Action Without A Meeting. Any action which might have been taken under these Bylaws by a vote of the stockholders at a meeting thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be individually signed and dated by the holders of outstanding shares of stock of the Corporation 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, provided that no written consent will be effective unless the necessary number of written consents is delivered to the Corporation within sixty days of the earliest delivered consent to the Corporation, and provided further that prompt notice shall be given to those stockholders who have not so consented if less than unanimous written consent is obtained. Any action which might have been taken under these Bylaws by vote of the directors at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

14

ARTICLE XI

Indemnification

          Section 11.1 Indemnification. The Corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, arty threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the director, officer, employee or agent is proper in the circumstances. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any 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. Such

15

indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

16

EX-3.177

Exhibit 3.177

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT HOSPITALS HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF CHANGE OF REGISTERED AGENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID

     CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LIFEPOINT HOSPITALS HOLDINGS, INC. ”.

3032164     8100H		/s/ Jeffrey W. Bullock
110292798 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620364 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/28/1999

991170250 — 3032164

CERTIFICATE OF INCORPORATION

of

LIFEPOINT HOSPITALS HOLDINGS, INC.

          THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

ARTICLE I

          The name of the Corporation is: LifePoint Hospitals Holdings, Inc. (hereinafter referred to as the “Corporation”).

ARTICLE II

          The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, DE 19805, in the City of Wilmington, County of New castle The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

          The purpose for which the Corporation is organized is to engage in any lawful acts and activities for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

          The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $.01 per share.

ARTICLE V

          Elections of directors need not be by written ballot unless required by the by-laws of the Corporation. Any director may be removed from office either with or without cause at any time by the affirmative vote of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given at a meeting of the stockholders called for that purpose, or by the consent of the holders of a majority of the outstanding stock of the Corporation entitled to vote, given in accordance with Section 228 of the General Corporation Law of the State of Delaware.

ARTICLE VI

          In furtherance and not in limitation of the power conferred upon the Board of Directors by law, the Board of Directors shall have power to make, adopt, alter, amend and repeal from time to time the By-laws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter, amend and repeal by-laws adopted by the Board of Directors.

ARTICLE VII

          No director shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, provided that the foregoing shall not eliminate or limit any liability that may exist with respect to (1) a breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) liability under Section 174 of the Delaware General Corporation Law or (4) a transaction from which the director derived an improper personal benefit, it being the intention of the foregoing provision to eliminate the liability of the corporation’s directors to the corporation or its stockholders to the fullest extent permitted by Section 102(b)(7) of the Delaware General Corporation Law, as in effect on the date hereof and as such Section may be amended after the date hereof to the extent such amendment permits such liability to be further eliminated or limited. The Corporation shall indemnify to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (as in effect on the date hereof and as such Section may be amended after the date hereof) each person that such Section grants the Corporation the power to indemnity.

ARTICLE VIII

          The name and address of the sole incorporator is as follows:

Jennifer Meyer
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, NY 10019

2

IN WITNESS WHEREOF, the undersigned has executed this document as of the 28^th day of April, 1999.

/s/ Jennifer Meyer  

Jennifer Meyer 

Sole Incorporator 

3

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED. 10:00 AM 01/22/2002

020041292 — 3032164

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

*****

     LifePoint Hospitals Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

     That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

     That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

     IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 10th day of December, 2001.

/s/ William F. Carpenter III  

Signature William F. Carpenter III 

Title Secretary  

* Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

EX-3.178

Exhibit 3.178

LIFEPOINT HOSPITALS HOLDINGS, INC.

BYLAWS

ARTICLE I

Meetings of Stockholders

          Section 1.1 Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held each year on such date, and at such time and place within or without the State of Delaware, as may be designated by the Board of Directors.

          Section 1.2 Special Meetings. Special meetings of the stockholders for any proper purpose or purposes may be called at any time by the Board of Directors, the President or the Secretary, to be held on such date, and at such time and place within or without the State of Delaware, as the Board of Directors, the President or the Secretary, whichever has called the meeting, shall direct. A special meeting of the stockholders shall be called by the President or the Secretary whenever stockholders owning a majority of the shares of the Corporation then issued and outstanding and entitled to vote on matters to be submitted to stockholders of the Corporation shall make application therefor in writing. Any such written request shall state a proper purpose or purposes of the meeting and shall be delivered to the President or the Secretary.

          Section 1.3 Notice of Meeting. Written notice, signed by the President, the Secretary or any Assistant Secretary, of every meeting of stockholders stating the date and time when, and the place where, such meeting is to be held, shall be delivered either personally or by mail to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of such meeting, except as otherwise provided by law. The purpose or purposes for which such meeting is called may, in the case of an annual meeting, and shall in the case of a special meeting, also be stated in such notice. If mailed, such notice shall be directed to

a stockholder at such stockholder’s address as it shall appear on the stock books of the Corporation, unless such stockholder shall have filed with the Secretary a written request that notices intended for such stockholder be mailed to some other address, in which case it shall be mailed to the address designated in such request. Whenever any notice is required to be given under the provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, a waiver thereof, signed by the stockholder entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a stockholder at the meeting shall be deemed equivalent to a written waiver of notice of such meeting.

          Section 1.4 Ouorum. The presence at any meeting of stockholders, in person or by proxy, of the holders of record of a majority of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law.

          Section 1.5 Adjournments. In the absence of a quorum, a majority in interest of the stockholders entitled to vote, present in person or by proxy, or, if no stockholder entitled to vote is present in person or by proxy, any officer entitled to preside at or act as secretary of a meeting of stockholders, may adjourn such meeting from time to time until a quorum shall be present.

          Section 1.6 Voting. Directors shall be chosen by a plurality of the votes cast at the election, and, except as otherwise provided by law or by the Certificate of Incorporation, all other questions shall be determined by a majority of the votes cast on such question.

          Section 1.7 Proxies. Any stockholder entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include telegraphing or cabling) by the stockholder himself or by such stockholder’s duly authorized attorney.

2

          Section 1.8 Judges of Election. The Board of Directors may appoint judges of election to serve at any election of directors and at balloting on any other matter that may properly come before a meeting of stockholders. If no such appointment shall be made, or if any of the judges so appointed shall fail to attend, or refuse or be unable to serve, then such appointment may be made by the presiding officer at the meeting.

ARTICLE II

Board of Directors

          Section 2.1 Number. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or stockholders (any such resolution of either the Board of Directors or stockholders being subject to any later resolution of either of them). The first Board of Directors shall consist of one (1) director, and subsequent Boards of Directors shall consist of eight (8) directors until changed as herein provided.

          Section 2.2 Election and Term of Office. Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2.3. Each director (whether elected at an annual meeting or to fill a vacancy or otherwise) shall continue in office until such Director’s successor shall have been elected and qualified or until such Director’s earlier death, resignation or removal in the manner hereinafter provided.

          Section 2.3 Vacancies and Additional Directorships. If any vacancy shall occur among the directors by reason of death, resignation or removal, or as the result of an increase in the number of directorships, a majority of the directors then in office, or a sole remaining director, though less than a quorum, may fill any such vacancy.

          Section 2.4 Regular Meetings. A regular meeting of the Board of Directors shall be held for organization, for the election of officers and for the transaction of such other

3

business as may properly come before such meeting, within thirty days after each annual meeting of stockholders. The Board of Directors by resolution may provide for the holding of other regular meetings and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to such director at such director’s residence or usual place of business.

          Section 2.5 Special Meetings. Special meetings of the Board of Directors shall be held upon call by or at the direction of the President or the Secretary. Except as otherwise required by law, notice of each special meeting shall be mailed to each director, addressed to such director at such director’s residence or usual place of business, at least two days before the day on which the meeting is to be held, or shall be sent to such director at such place by telex, facsimile transmission, telegram, radio or cable, or telephoned or delivered to him personally, not later than the day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation or these Bylaws.

          Section 2.6 Waiver of Notice. Whenever any notice is required to be given under the provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, a waiver thereof, signed by the director entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a director at a meeting shall be deemed equivalent to a written waiver of notice of such meeting.

          Section 2.7 Quorum and Manner of Acting. At each meeting of the Board of Directors the presence of a majority of the total number of members of the Board of Directors as constituted from time to time, shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when the Board of Directors consists of one or two directors, then the one or two directors, respectively, shall constitute a quorum. In the absence of a quorum,

4

a majority of those present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as so adjourned without further notice or waiver. A majority of those present at any meeting at which a quorum is present may decide any question brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.

          Section 2.8 Resignation of Directors. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

          Section 2.9 Removal of Directors. At any special meeting of the stockholders, duly called as provided in these Bylaws, any director or directors may be removed from office, either with or without cause, as provided by law. At such meeting a successor or successors may be elected by a plurality of the votes cast, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 2.3.

          Section 2.10 Compensation of Directors. Directors shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE Ill

Committees of the Board

          Section 3.1 Designation. Power, Alternate Members and Term of Office. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors,

5

designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation or a facsimile thereof to be affixed to or reproduced on all such papers as said committee shall designate. The Board of Directors may designate one or more directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified member at any meeting of such committee. If at a meeting of any committee one or more of the members thereof should be absent or disqualified, and if either the Board of Directors has not so designated any alternate member or members, or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at such meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board of Directors, subject to these Bylaws; provided, however, that any committee member who ceases to be a member of the Board of Directors shall ipso facto cease to be a committee member. Each committee shall appoint a secretary, who may be a Director or an officer of the Corporation.

          Section 3.2 Executive Committee. If an Executive Committee is designated by the Board of Directors in accordance with the provisions of Section 3.1 hereof, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but the Executive Committee shall not have power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or

6

exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, amending the Bylaws of the Corporation, declaring a dividend or authorizing the issuance of stock. The provisions of Article III of these Bylaws shall apply to the Executive Committee.

          Section 3.3 Meetings, Notices and Records. Each committee may provide for the holding of regular meetings, with or without notice, and may fix the times and places at which such meetings shall be held. Special meetings of each committee shall be held upon call by or at the direction of its chairman or, if there be no chairman, by or at the direction of any one of its members. Except as otherwise provided by law, notice of each special meeting of a committee shall be mailed to each member of such committee, addressed to such member at such member’s residence or usual place of business, at least two days before the day on which the meeting is to be held, or shall be sent to him at such place by telex, facsimile transmission, telegram, radio or cable, or telephoned or delivered to such member personally, not later than the day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation of the Corporation or these Bylaws.

          Notice of any meeting of a committee need not be given to any member thereof who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in a signed writing. Each committee shall keep a record of its proceedings.

          Section 3.4 Quorum and Manner of Acting. At each meeting of any committee the presence of a majority of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when a committee consists of one member, then the one member shall constitute a quorum. In the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as so adjourned without further notice or waiver. The act of a majority of the members present at any

7

meeting at which a quorum is present shall be the act of such committee. Subject to the foregoing and other provisions of these ByLaws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business.

          Section 3.5 Resignations. Any member of a committee may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

          Section 3.6 Removal. Any member of any committee may be removed at any time with or without cause by the Board of Directors.

          Section 3.7 Vacancies. If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining member or members of such committee, so long as a quorum is present, may continue to act until such vacancy is filled by the Board of Directors.

          Section 3.8 Compensation. Committee members shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

Officers

          Section 4.1 Officers. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 4.3.

8

          Section 4.2 Election. Term of Office and Qualifications. Each officer (except such officers as may be appointed in accordance with the provisions of Section 4.3) shall be elected by the Board of Directors. Each such officer shall hold such office until such officer’s successor shall have been elected and shall qualify, or until such officer’s death, or until such officer shall have resigned in the manner provided in Section 4.4 or shall have been removed in the manner provided in Section 4.5.

          Section 4.3 Subordinate Officers and Agents. The Board of Directors from time to time may appoint other officers or agents (including one or more Vice-Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers), to hold office for such periods, have such authority and perform such duties as are provided in these Bylaws or as may be provided in the resolutions appointing them. The Board of Directors may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authorities and duties.

          Section 4.4 Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

          Section 4.5 Removal. Any officer specifically designated in Section 4.1 may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of the directors then in office. Any officer or agent appointed in accordance with the provisions of Section 4.3 may be removed with or without cause at any meeting of the Board of Directors by affirmative vote of a majority of the directors present at such meeting, or at any time by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors.

9

          Section 4.6 Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for regular election or appointment to such office.

          Section 4.7 The President. The President shall have those powers and perform those duties as are given him by these Bylaws or as from time to time may be assigned to him by the Board of Directors. He shall be the chief executive officer and shall have the responsibility for carrying out the policies of the Board of Directors and, subject to the control of the Board, shall provide general leadership in matters of policy and planning and have general and active charge, control and supervision of the business employees, property and affairs of the Corporation.

          Section 4.8 Vice Presidents. Vice Presidents shall have those powers and shall perform those duties as from time to time maybe assigned by the Board of Directors.

          Section 4.9 Treasurer. The Treasurer shall have custody of all the funds and securities of the corporation and shall perform those other duties as the President may assign to him.

          Section 4.10 Secretary. The Secretary shall give all required notices of the meetings of the stockholder and of the Board of Directors, attend and act as a secretary at all meetings of the stockholders and the Board of Directors, keep records thereof and be the custodian of the seal of the corporation. He shall perform those other duties as the President may assign to him.

          Section 4.11 General Duties of Officers. Each officer, other than the President, in addition to those other powers and duties as are given to him by these Bylaws, shall perform those duties and have such powers as from time to time may be assigned to him by the Board of Directors or the President.

10

          Section 4.12 Salaries. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed in accordance with the provisions of Section 4.3. No officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the Corporation.

ARTICLE V

Execution of Instruments and
Deposit of Corporate Funds

          Section 5.1 Execution of Instruments Generally. The President, any Vice- President, the Secretary or the Treasurer, subject to the approval of the Board of Directors, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

          Section 5.2 Borrowing. No loans or advance shall be obtained or contracted for, by or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal

11

property at any time held by the Corporation, and to that end may endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.

          Section 5.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine.

          Section 5.4 Checks, Drafts. etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors.

          Section 5.5 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the President or by any other person or persons thereunto authorized by the Board of Directors.

          Section 5.6 Other Contracts and Instruments. All other contracts and instruments binding the Corporation shall be executed in the name and on the behalf of the Corporation by those officers, employees or agents of the Corporation as may be authorized by the board of Directors. That authorization may be general or confirmed to specific instances.

ARTICLE VI

Record Dates

          Section 6.1 Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment

12

thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors.

ARTICLE VII

Corporate Seal

          Section 7.1 Corporate Seal. The corporate seal shall be circular in form and shall bear the name of the Corporation and words and figures denoting its organization under the laws of the State of Delaware and the year thereof and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE VIII

Fiscal Year

          Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

13

ARTICLE IX

Amendments

          Section 9.1 Amendments. All Bylaws of the Corporation may be amended or repealed, and new Bylaws may be made, by an affirmative majority of the votes cast at any annual or special stockholders’ meeting by holders of outstanding shares of stock of the Corporation entitled to vote, or by an affirmative vote of a majority of the directors present at any organizational, regular, or special meeting of the Board of Directors.

ARTICLE X

Action Without A Meeting

          Section 10.1 Action Without A Meeting. Any action which might have been taken under these Bylaws by a vote of the stockholders at a meeting thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be individually signed and dated by the holders of outstanding shares of stock of the Corporation 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, provided that no written consent will be effective unless the necessary number of written consents is delivered to the Corporation within sixty days of the earliest delivered consent to the Corporation, and provided further that prompt notice shall be given to those stockholders who have not so consented if less than unanimous written consent is obtained. Any action which might have been taken under these Bylaws by vote of the directors at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.

14

ARTICLE XI

Indemnification

          Section 11.1 Indemnification. The Corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the director, officer, employee or agent is proper in the circumstances. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any 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. Such

15

indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

16

EX-3.179

Exhibit 3.179

STATE OF TENNESSEE
Tre Hargett, Secretary of State
Division of Business Services
William R. Snodgrass Tower
312 Rosa L. Parks AVE, 6th FL
Nashville, TN 37243-1102

CFS
992 DAVIDSON DRIVE
SUITE B
Nashville, TN 37205

Request Type:	Certified Copies	Issuance Date:	03/11/2011
Request #:	33898	Copies Requested:	1

Document Receipt

Receipt #: 376882	Filing Fee:	$	20.00
Payment-Check/MO — CFS, Nashville, TN		$	140.00
Deposit-Account — CFS, NASHVILLE, TN		$	120.00

I, Tre Hargett, Secretary of State of the State of Tennessee, do hereby certify that LIFEPOINT MEDICAL GROUP — HILLSIDE, INC., Control # 341241 was formed or qualified to do business in the State of Tennessee on 11/26/1997. LIFEPOINT MEDICAL GROUP — HILLSIDE, INC. has a home jurisdiction of Davidson County and is currently in an Active status.

/s/ Tre Hargett  

Tre Hargett 

Secretary of State 

Processed By:   Nichole Hambrick

The attached document(s) was/were filed in this office on the date(s) indicated below:

Reference #	Date Filed	Filing Description
3417-0095	11/26/1997	Initial Filing
3568-0119	09/30/1998	Assumed Name
3568-0121	09/30/1998	Assumed Name
3681-1597	05/10/1999	Articles of Amendment
3821-1272	02/04/2000	1999 Annual Report (Due 04/01/2000)
3904-0007	05/08/2000	Registered Agent Change (by Agent)
4399-0270	01/22/2002	Registered Agent Change (by Entity)
5243-0482	09/27/2004	Registered Agent Change (by Agent)

Phone 615-741-6488 * Fax (615) 741-7310 * Website: http://tnbear.tn.gov/

Page 1 of 1

CHARTER

OF

COLUMBIA MEDICAL GROUP — HILLSIDE, 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-Hillside, 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 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 B. Farish      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:

John M. Franck	One Park Plaza	Nashville. TN 37203
Kenneth C. Donahey	One Park Plaza	Nashville. TN 37203
Rosalyn S. Elton	One Park Plaza	Nashville. TN 37203

Dated: November 24, 1997.

/s/ Ashley Parish  

Ashley Parish

ARTICLES OF MERGER
OF
BSI, INC.
INTO
IDENTITY GROUP, INC.

     Pursuant to the provisions of Section 48-21-107 of the Tennessee Business Corporation Act, the undersigned corporation hereby makes the following statements:

     1. The Agreement and Plan of Merger, dated as of November 21, 1997, by and among Identity Group, Inc., a Tennessee corporation (“Identity Group”). BSI., Inc, an Ohio Corporation (“BSI”), and Frank H. Spontell: Jr. pursuant to which BSI shall merge with and into Identity Group, the separate existence of BSI shall cease, and Identity Group shall be the surviving corporation is attached hereto as Exhibit A (the “Merger Agreement”).

     2. Approval of the Merger Agreement by the shareholders of Identity Group is not required: the Merger Agreement was adopted by the Board of Directors of Identity Group on November 23, 1997

     3. The Merger Agreement and the performance of its terms by BSI were duly authorized by all action required by the laws under which BSI was organized and by its charter.

     4. The merger shall be effective on November 30, 1997.

     IN WITNESS WHEREOF, Identity Group, Inc. has caused these Articles of Merger to be signed in its name by its President and CEO this 24 day of November, 1997.

IDENTITY GROUP, INC.
By	/s/ Donald J. Polak
	Name:	Donald J. Polak
	Title:	President and CEO

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

dated as of November 21, 1997

by and among

IDENTITY GROUP, INC.,

BSI, INC.

and

FRANK II. SPONTELLI, JR.

Section	Page
ARTICLE I THE MERGER		1
1.1. The Merger		1
1.2. Closing and Effective Time		2
ARTICLE II CONSIDERATION		2
2.1. Consideration		2
2.2. Surrender and Exchange of Stock Certificates; Fractional Shares; Dividends		3
2.3. Shareholder Rights		3
2.4. Restricted Securities		3
2.5. Stock Options		4
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER BSI		4
3.1. Organization, Standing, and Authority		4
3.2. BSI Subsidiaries		4
3.3. Authority		4
3.4. Absence of Liabilities		5
3.5. Tax Matters		5
3.6. No Employees		5
3.7. Compliance with Laws		5
3.8. Material Contracts		5
3.9. Legal Proceedings		6
3.10. Properties		6
3.11. Disclosure		6
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF IDENTITY GROUP		6
4.1. Organization, Standing, and Authority		6
4.2. Authority		6
ARTICLE V CONDITIONS		7
5.1. Conditions to Identity Group’s Obligation to Close		7
5.2. Conditions to BSI’s Obligation to Close		8
ARTICLE VI SURVIVAL; INDEMNIFICATION		9
6.1. Survival		9
6.2. Indemnification by BSI		9
6.3. Indemnification by Identity Group		10
ARTICLE VII GENERAL PROVISIONS		10
7.1. Expenses		10

-i-

Section	Page
7.2. Notices		10
7.3. Further Assurances		11
7.4. Waiver		11
7.5. Entire Agreement and Modification		11
7.6. Assignments, Successors, and No Third-Party Rights		11
7.7. Severability		11
7.8. Article and Section Headings, Construction		11
7.9. Time of Essence		12
7.10. Governing Law		12
7.11. Counterparts		12
7.12. Service of Process		12

-ii-

AGREEMENT AND PLAN OF MERGER

     This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made of November __, 1977, by and among IDENTITY GROUP, INC., a Tennessee corporation (“Identity Group”). BSI, INC., an Ohio corporation (“BSI”), and FRANK H. SPONTELLI, Jr., an individual with an address at 5818 Liberty Road, Solon, Ohio 44139-2555 (“Shareholder”).

RECITALS

     A. Identity Group. Identity Group is a corporation duly organized and existing in good standing under the laws of the State of Tennessee, with its principal executive offices located in Cookeville, Tennessee. As of the date hereof, Identity Group has 1,000,000 authorized shares of common stock $0.00 par value (“Identity Group Common Stock”), of which 49,675 shares are issued and outstanding (no other class of capital stock being authorized). All the issued and outstanding shares of Identity Group Common Stock are duly and validly authorized and issued, are fully paid and have not been issued in violation of any preemptive rights.

     B. BSI. BSI is a corporation duly organized and existing in good standing under the laws of the State of Ohio, with its principal executive offices located in Cleveland, Ohio. As of the date hereof, BSI has 750 authorized shares of common stock. $0.00 par value (“BSI Common Stock”), of which 40 shares are issued and outstanding (no other class of capital stock being authorized). All the issued and outstanding shares of BSI Common Stock are duly and validly authorized and have not been issued in violation of any preemptive rights.

     C. Intention of the Parties. It is the intention of the parties that the transactions contemplated hereby shall qualify as a reorganization under Section 368(a)(1)(A) of the IRC, and that this Agreement constitute a “Plan of Reorganization” within the meaning of Section 368 of the IRC.

     The parties, intending to be legally bound, agree as follows:

ARTICLE I
THE MERGER

     1.1. The Merger. The transaction contemplated by this Agreement is the merger of BSI and Identity Group (the “Merger”). Upon the Effective Time (as defined below), the following shall occur:

          (a) The Continuing Corporation. BSI shall merge with and into Identity Group, the separate existence of BSI shall cease and Identity Group (the “Continuing Corporation”) shall be the surviving corporation in the Merger.

          (b) Rights, Etc. The Continuing Corporation shall thereupon and thereafter possess all of the rights, privileges, immunities and franchises, of a public as well as of a private nature, of each of the merging corporations; and all property, real, personal and mixed, and all debts due on whatever account and all other choses in action and all and every other interest, of or belonging to or due

-1-

to each of the corporations to merged, shall be deemed to be vested in the Continuing Corporation without further act or deed; and the title to any real estate or any interest therein, vested in any of such corporations, shall not revert or be in any way impaired by reason of the Merger.

          (c) Liabilities. The Continuing Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of each of the corporations so merged.

          (d) Articles of Incorporation; Bylaws; Directors; Officers. The Articles of Incorporation and Bylaws of the Continuing Corporation shall be those of Identity Group, as in effect at the Effective Time. The directors and officers of Identity Group in office immediately prior to the Merger becoming effective shall be the directors and officers of the Continuing Corporation with the addition of Shareholder as a Vice President of the Continuing Corporation, who shall hold office until such time as their successors are elected and qualified.

     1.2. Closing and Effective Time. Subject to the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement as set forth in Article VI, the closing of the transactions contemplated by this Agreement and the Plan of Merger (the “Closing”) shall take place at the offices of Reed Smith Shaw & McClay LLP, 435 Sixth Avenue. Pittsburgh. Pennsylvania at 10:00 a.m., local time, on the 21st day of November, 1997 following the fulfillment of all conditions set forth in Article VI, or at such other place, time and date as the parties shall agree (the date of the Closing being referred to as the “Closing Date”). BSI and Identity Group shall execute and deliver to the Tennessee Secretary of State and the Ohio Secretary of State Articles of Merger and a Certificate of Merger, respectively, and other ancillary documents as may be necessary under applicable Legal Requirements in proper form for filing under the Tennessee Business Corporation Act and the Ohio General Corporations Law on the Closing Date. The Merger shall become effective upon the effective date of the Articles of Merger and Certificate of Merger, such time being herein called the “Effective Time.”

ARTICLE II
CONSIDERATION

     2.1. Consideration. Subject to the provisions of this Agreement, at the Effective Time:

          (a) Outstanding Capital Stock of Identity Group. Each share of capital stock of Identity Group issued and outstanding immediately prior to the Effective Time shall remain outstanding, without change therein by reason of the Merger.

          (b) Outstanding BSI Common Stock. The shares of BSI Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, become and be converted into the right to receive 5,544 shares of Identity Group Common Stock.

     2.2. Surrender and Exchange of Stock Certificates; Dividends.

     (a) On the Closing Date. Shareholder shall deliver to Identity Group for cancellation certificates for BSI Common Stock (“Old Certificates”) in exchange for a certificate for the number of shares of Identity Group Common Stock to which Shareholder is entitled hereunder.

-2-

          (b) If any dividend on Identity Group Common Stock is declared with a record date after the Effective Time, the declaration shall include dividends on all shares of Identity Group Common Stock into which shares of BSI Common Stock have been converted under this Agreement. Shareholder shall not be entitled to receive payment of any such dividend until surrender of the Old Certificates shall have been effected. Upon such surrender for exchange of the Old Certificates. Shareholder shall be entitled to receive from Identity Group (without interest thereon and less the amount of Taxes, if any, which may have been imposed or paid thereon) an amount equal to all such dividends declared and for which the payment date has occurred, on the shares of Identity Group Common Stock into which the shares represented by such Old Certificates have been converted.

           (c) After the Effective Time, there shall be no transfer on the stock transfer books of BSI or Identity Group of shares of BSI Common Stock.

           2.3. Shareholder Rights. At the Effective Time, holders of BSI Common Stock shall cease to be, and shall have no rights as shareholders of BSI, other than to receive the consideration provided under this Article II.

          2.4. Restricted Securities, (a) Shareholder acknowledges that he is aware that the issuance of the shares of Identity Group Common Stock in connection with the Merger (the “Merger Shares”) has not been registered under the Securities Act and that Identity Group has no obligation to register or to cause the registration of the sale of the Merger Shares by the holders thereof under the Securities Act. Shareholder is acquiring the Merger Shares for his own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Shareholder has such knowledge and experience in financial and business matters in general and in investments in particular so as to be capable of evaluating the merits and risks of the acquisition of the Merger Shares, and Shareholder has been advised by persons sophisticated in these matters.

          (b) All certificates representing Merger Shares, and any certificates issued in substitution therefor or replacement thereof, shall bear the following legend:

“THE SHARES OF COMMON STOCK OF IDENTITY GROUP. INC. (“IDENTITY GROUP”) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR THERE IS PRESENTED TO IDENTITY GROUP AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IDENTITY GROUP TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.”

Identity Group shall notify its transfer agent of the foregoing restrictions and Identity Group may, at its option, cause stop transfer orders to be placed with respect to all certificates for Merger Shares bearing such legend. Any stop transfer orders shall state that no transfer may be made with respect to the Merger Shares unless Identity Group shall have advised its transfer agent that the proposed transfer is made in compliance with such legend.

-3-

           2.5. Stock Options. As additional consideration for his obligations hereunder and his ongoing employment by Identity Group, on the Closing Date Shareholder will be granted an option to purchase 700 shares of Identity Group Common Stock pursuant to the terms of the Option Agreement between Identity Group and Shareholder in the form attached hereto as Exhibit A.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER AND BSI

          BSI and Shareholder hereby represent and warrant, jointly and severely, to Identity Group, except as set forth in the Schedules, (i) that the statements contained in the Recitals that relate to BSI are true and correct and (ii) as follows (all representations and warranties are made as of the date hereof and as of the Closing Date).

          3.1. Organization, Standing, and Authority. BSI is a corporation duly organized validly existing and in good standing under the laws of the State of Ohio. BSI is duly qualified to do business and in good standing in the States of the United States and foreign jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified except where the failure to be duly qualified would have a Material Adverse Effect. BSI has all necessary corporate power and authority to carry on its business as now conducted, to own, lease and operate its assets, properties and business, and to execute and deliver, and to perform its obligations under, this Agreement, subject to approval by the shareholders of BSI which will be obtained prior to the Effective Date. BSI has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, the absence of which would, either individually or in the aggregate, have a Material Adverse Effect.

          3.2. BSI Subsidiaries. BSI has no subsidiaries and owns no equity investments or partnership interests in any other Person. Schedule 3.2 lists all equity investments, including partnership interests, held by BSI. other than equity securities of BSI. whether such equity investments are marketable or nonmarketable.

           3.3. Authority. (a) The execution and delivery of this Agreement by BSI. and the consummation by BSI of the transactions contemplated herein, have been duly and validly authorized by all necessary corporate and shareholder action on the part of BSI. This Agreement represents a valid and legally binding obligation of BSI and Shareholder, enforceable against BSI and Shareholder, except is the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors rights or by general principles of equity limiting the availability of equitable remedies.

          (b) Neither the execution and delivery of this Agreement by BSI and Shareholder, nor the consummation of the transactions contemplated herein, nor compliance with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the article of incorporation or bylaws of BSI or (ii) constitute or result in the breach of any term, condition, or provision of, or constitute a default or give rise to any additional liability of BSI under, or give rise to any right of termination, cancellation, or acceleration with respect to, or result in the creation of any Lien upon any of the assets of BSI pursuant to, any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which to which BSI is a party or by which BSI or any of its assets may be subject, and that would, either individually or in the aggregate, have a Material Adverse Effect.

-4-

Consummation of the transactions contemplated hereby will not violate any order, writ, injunction, decree, statute, rule or regulation applicable to BSI or any of its properties or assets.

          3.4. Absence of Liabilities. BSI hat no obligations or liabilities (contingent or otherwise) of any nature whatsoever.

          3 5. Tax Matters. All federal, state, local and foreign tax and information returns required to be filed by or on behalf of BSI have timely filed or requests for extensions have been timely filed, granted and have not expired. All taxes shown on filed returns have been (or, with respect to taxes shown on the returns for the fiscal year ending December 31, 1997. will be) paid. To BSI’s knowledge, there is no audit examination, deficiency, refund litigation or matter in controversy with respect to which an adjustment to any tax item has been asserted or proposed. All taxes, interest, additions and penalties which are material in amount and which are due with respect to completed and settled examinations or concluded litigation have been paid or adequately reserved for.

          3.6 No Employees. Except for Shareholder, BSI has no employees and no liability for employee payments, benefits or other employee obligations.

          3.7. Compliance with Laws. BSI:

     (i) Is in compliance with all laws, regulations, reporting, permit and licensing requirements and orders applicable to its business the breach or violations of which would, either individually or in the aggregate, have a Material Adverse Effect, and BSI has no reason to believe that any audit or review by any federal, state, local or foreign regulatory authority would disclose any non-compliance or violation which would, either individually or in the aggregate, have a Material Adverse Effect; and

     (ii) Has received no notification or communication from any agency or department of federal, state, local or foreign government or the staff thereof or from any self-regulatory body (A) asserting that, or commencing an investigation as to whether. BSI is not in compliance with any of the statutes, regulations or ordinances which such governmental authority or self- regulatory body enforces, which, as a result of such noncompliance in any such instance, would, either individually or in the aggregate, have a Material Adverse Effect, or (B) threatening to revoke any license, franchise, permit or governmental authorization, which revocations, either individually or in the aggregate, would have a Material Adverse Effect.

          3.8. Material Contracts. Other than the Operating Agreement. BSI is not a party to any ongoing agreements, contracts or commitments.

          3.9. Legal Proceedings. There are no legal, administrative or arbitration actions, suits or proceedings instituted or pending or, to the best knowledge of BSI, threatened (or unasserted but considered probable of assertion and which would have at least a more than remote possibility of an unfavorable outcome) against BSI, or affecting any property, asset, interest or right of BSI, that would have, either individually or in the aggregate, a Material Adverse Effect.

          3.10. Properties.

          (a) Real Property. BSI does not own, use or occupy any real property.

-5-

          3.11. Disclosure. Neither this Agreement nor any schedule, exhibit or certificate or other document delivered or to be delivered in accordance with the terms hereof, contain (or will contain) any untrue statement of a material fact, or omits (or will omit) any statement of a material fact necessary in order to make the statements contained herein or therein not misleading.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF IDENTITY GROUP

          Identity Group hereby represents and warrants to BSI and Shareholder (i) that the statements contained in the Recitals that relate to Identity Group are true and correct and (ii) as follows (all representations and warranties are made as of the date hereof and as of the Closing Date):

          4.1. Organization, Standing, and Authority. Identity Group is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. Identity Group has all necessary corporate power and authority to carry on its business as now conducted, to own, lease and operate its assets, properties and business, and to execute and deliver, and to perform its obligations under, this Agreement. Identity Group has in effect all federal, state, local and foreign governmental authorizations necessary for it to own or lease its properties and assets and to carry on its business as it is now conducted, the absence of which would, either individually or in the aggregate, have a Identity Group Material Adverse Effect.

          4.2. Authority (a) The execution and delivery of this Agreement by Identity Group, and the consummation by Identity Group of the transactions contemplated herein, have been duly and validly authorized by all necessary corporate and shareholder action on the part of Identity Group. This Agreement represents a valid and legally binding obligation of Identity Group, enforceable against Identity Group in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies.

          (b) Neither the execution and delivery of this Agreement by Identity Group, Inc. the consummation by Identity Group of the transactions contemplated herein, nor compliance by Identity Group with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws of Identity Group or (ii) constitute or result in the breach of any term, condition, or provision of, or constitute a default or give rise to any additional liability of Identity Group under, or give rise to any right of termination, cancellation, or acceleration with respect to, or result in the creation of any Lien upon any property or assets of Identity Group pursuant to, any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be subject, and that would, either individually or in the aggregate, have a Material Adverse Effect. Except for filings or approvals which will be obtained on or prior to the Closing Date, no approvals, authorizations, filings, registration: and notifications are required to be obtained or made by Identity Group in connection with the consummation of the transactions contemplated hereby, the failure to obtain or make which would have a Material Adverse Effect. Consummation of the transactions contemplated hereby will not violate any order, with, injunction, decree, statute, rule or regulation applicable to Identity Group or any of its properties or assets, except for such violations which would not have a Material Adverse Effect.

-6-

ARTICLE V
CONDITIONS

          The obligations of the parties to close the transaction contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing unless otherwise required below, of each of the following conditions:

          5.1. Conditions to Identity Group’s Obligation to Close. The obligation of Identity Group to close is subject to the fulfillment (either by satisfaction or by written waiver by Identity Group), on or before the Closing Date, of the following conditions:

          (a) Regulatory Approvals. The transactions contemplated by this Agreement shall have been approved by any federal, state, local and foreign governmental or regulatory authority or self-regulatory body the approval of which is required to permit consummation thereof.

          (b) No Orders. BSI shall not be subject to any order, decree or injunction of a court or agency of competent jurisdiction which either enjoins or prohibits the consummation of any of the transactions contemplated by this Agreement or the Plan of Merger.

          (c) Representations and Warranties. The Recitals, representations and warranties of BSI and Shareholder set forth or referred to in this Agreement shall be true and correct both individually and in the aggregate in all material respects as of the Closing Date, except for any such Recitals, representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such date.

          (d) Negotiation and Performance of Agreements and Covenants. Each and all of the agreements and covenants of BSI and Shareholder to be negotiated, performed and complied with pursuant to this Agreement and the other agreements contemplated hereby shall have been negotiated, duly performed and complied with by it in all material respects, and this Agreement shall have been duly executed and delivered.

          (e) Certificates. BSI shall have delivered to Identity Group a certificate, dated as of the Closing Date and signed on its behalf by its President, to the effect that the conditions of its obligations set forth in subsections (c) and (d) of this Section 6.1 with respect to it have been satisfied.

          (f) BSI Shareholder and Board Approvals. The shareholders and boards of directors of BSI shall have approved the transactions contemplated herein and in the Plan of Merger, as and to the extent required by law and by the provisions of any governing instruments. Shareholder shall deliver resolutions to such effect.

          (g) Secretary’s Certificate. Identity Group shall have received a certificate dated the Closing Date from the Secretary of BSI as to bylaws, incumbency and resolutions by the board of directors of BSI which shall be attached thereto.

          (h) Organizational Documentation. Identity Group shall have received (i) a copy, certified by the Secretary of State of Ohio, of the articles of incorporation of BSI and (ii) a good standing certificate for BSI from the Secretary of State of Ohio.

-7-

          (i) Consents and Approvals. BSI shall have obtained, and provided Identity Group with executed copies of all material third party consents and approvals necessary to be obtained in order to consummate the transactions contemplated hereby.

          (j) Plan of Merger. BSI shall have executed and delivered the Plan of Merger.

          (k) Shareholder Agreement. Shareholder shall execute a joinder (in the form attached hereto as Exhibit B) to Shareholders Agreement, dated as of October 14, 1996 by and among Identity Group, TBG-Newco Corp. and those shareholders listed on the signature pages thereto.

          5.2. Conditions to BSI’s Obligation to Close. The obligation of BSI to close is subject to the fulfillment (either by satisfaction or by written waiver by BSI). on or before the Closing Date, of the following conditions:

          (a) Regulatory Approvals. The transactions contemplated by this Agreement shall have been approved by any federal, state, local and foreign governmental or regulatory authority or self- regulatory body the approval of which is required to permit consummation thereof.

          (b) No Orders. Identity Group shall not be subject to any order, decree or injunction of a court or agency of competent jurisdiction which either ajoins or prohibits the consummation of any of the transactions contemplated by this Agreement or the Plan of Merger.

          (c) Representations and Warranties. The Recitals, representations and warranties of Identity Group set forth or referred to in this Agreement shall be true and correct both individually and in the aggregate in all material respects as of the Closing Date, except for any such Recitals, representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such date.

          (d) Negotiation and Performance of Agreements and Covenants. Each and all of the agreements and covenants of Identity Group to be negotiated, performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Closing Date shall have been duly negotiated, performed and complied with by it in all material respects, and this Agreement shall have been duly executed and delivered.

          (e) Certificates. Identity Group shall have delivered to BSI a certificate, dated as of the Closing Date and signed on its behalf by its President, to the effect that the conditions to its obligations set forth in subsections (c) and (d) of this Section 6.02 with respect to it have been satisfied.

          (f) Secretary’s Certificate. BSI shall have received a certificate dated the Closing Date from the Secretary of Identity Group as to the by-laws, incumbency and board of directors of Identity Group which shall be attached thereto.

          (g) Organizational Documentation. BSI shall have received (i) a copy, certified by the Secretary of State of Tennessee, of the articles of incorporation of Identity Group and (ii) good standing certificates for Identity Group from the Secretary of State of Tennessee.

- 8 -

          (h) plan of Merger. Identity Group shall have executed and delivered the Plan of Merger.

          (i) Opinion of Counsel. Identity Group shall have delivered an opinion of Reed Smith Shaw & McClay LLP. dated as of the Closing Date with respect to the tax consequences of the Merger.

ARTICLE VI

SURVIVAL; INDEMNIFICATION

          6.1. Survival. No investigation by the parties made heretofore or hereafter, or the provision of any documents, whether pursuant to this Agreement or otherwise, shall affect the representations and warranties of the parties which are contained herein and each such representation and warranty shall survive such investigation to the extent hereinafter provided. All covenants and agreements contained herein shall survive the Closing. The representations and warranties made in this Agreement shall survive for 12 months from the Closing Date: provided, however, that the representations and warranties in Section 3.5 hereof shall survive for the applicable statute of limitations period. Upon expiration of the applicable survival period, all indemnification claims for breaches of representations or warranties shall be barred.

          6.2. Indemnification by Shareholder. Shareholder hereby indemnifies and holds harmless each of Identity Group and its officers, directors, agents and employees, and each person, if any, who controls or may control Identity Group within the meaning of the Securities Act of 1933, as amended from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, arising out of any of the following: (i) any misrepresentation or breach in connection with any of the representations or warranties given or made by BSI or Shareholder in this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of BSI or Shareholder pursuant hereto; (ii) any breach of or default in connection with any of the covenants given or made by BSI or Shareholder in this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of [ILLEGIBLE] or Shareholder pursuant hereto; (iii) any liability of BSI or Shareholder with respect to any federal, st. local or foreign sales, use, income, profits or other tax (or penalties and interest thereon); or [ILLEGIBLE] indebtedness, obligation, liability (contingent or otherwise) or commitment of BSI or shareholder of any nature whatsoever.

          6.3. Indemnification by Identity Group. Identity Group nereby indemnifies and holds harmless Shareholder from and against any and all claims, demands, actions, causes of action, losses, costs, damages (limited to actual and proven lost profits), liabilities and expenses including, without limitation, reasonable legal fees (hereinafter, the “BSI Damages”) arising out of (i) any misrepresentation or breach of or default in connection with any [ILLEGIBLE] representations and warranties given or made by Identity Group in this Agreement or any certificate, document or instrument delivered by or on behalf of Identity Group pursuant hereto or (ii) any breach of or default in connection with any of the covenants given or made by Identity Group in this Agreement or any document, certificate, instrument or agreement delivered by or on behalf of Shareholder pursuant hereto.

-9-

ARTICLE VII
GENERAL PROVISIONS

          7.1. Expenses. Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the transactions contemplated by the Transaction Documents, including all fees and expenses of agents, representatives, consel and accountants. In the event of termination of this Agreement, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from a breach of this Agreement by another party. Shareholder shall bear all tax consequences of any sale or other disposition of any shares of Identity Group Common Stock issued to Shareholder in connection with the transactions contemplated by this Agreement.

          7.2. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is also delivered by hand or overnight delivery service or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service, receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties):

BSI or Shareholder:
Frank H. Spontelli, Jr.
5818 Liberty Road
Solon, Ohio 44139-2555

Identity Group:
Identity Group, Inc.
1480 Gould Drive
Cookevitle, TN 38506
Attention: Donald J. Polak
Facsimile No.: (615) 432-6177

with a copy to:
Reed Smith Shaw & McClay LLP
435 Sixth Avenue
Pittsburgh, PA 15219
Attention: David L. DeNinno, Esquire
Facsimile No.: (412) 288-3218

          7.3. Further Assurances. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

          7.4. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will

-10-

preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other parry; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

          7.5. Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respect to its subject matter and constitutes (along with the documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.

          7.6. Assignments, Successors, and No Third-Party Rights. Neither party may assign any of its rights under this Agreement without the prior consent of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the heirs, personal representatives, executors, successors and permitted assigns of the parties.

          7.7. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

          7.8. Article and Section Headings, Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

          7.9. Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

          7.10. Governing Law. This Agreement will be governed by the laws of the State of Tennessee without regard to conflicts of laws principles.

          7.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

          7.12. Service of Process. Identity Group, as the Continuing Corporation, consents to being sued and served with process in the State of Ohio and consents to the irrevocable appointment of the Secretary of the State of Ohio as its agent to accept service of process of any proceeding in the State of Ohio.

-11-

          IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.

IDENTITY GROUP, INC.
By:	/s/ Donald J. Polak
	Donald J. Polak
	President Chief Executive Officer
	/s/ Frank H. Spontelli, Jr.
	FRANK H. SPONTELLI, JR.

BSI, INC.
By:	/s/ Frank H. Spontelli, Jr.
	Frank H. Spontelli, Jr.
	President

-12-

APPLICATION FOR REGISTRATION OF ASSUMED CORPORATE NAME

          Persuant to the provisions of Section 48-14-101 (d) of the Tennessee Business Corporation Act, the undersigned corporation hereby submits this application:

1.	The true name of the corporation is COLUMBIA MEDICAL GROUP — HILLSIDE, INC.
2.	The state or country of incorporation is TENNESSEE.
3.	The corporation intends to transact business in Tennessee under an assumed corporate name.
4.	The assumed corporate name the corporation proposes to use is

     THE PEDIATRIC CENTER

[NOTE: The assumed corporate name must meet the requirements of Section 48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the Tennessee Nonprofit Corporation Act.]

9-23-98	Columbia Medical Group — Hillside, Inc.
Signature Date	Name of Corporation
Assistant Secretary	Dora A. Blackwood
(Signer’s Capacity)	Dora A. Blackwood
	(Name)

APPLICATION FOR REGISTRATION OF ASSUMED CORPORATE NAME

[ILLEGIBLE]

          Pursuant to the provisions of Section 48-14-101 (d) of the Tennessee Business Corporation Act, the undersigned corporation hereby submits this application:

1.	The true name of the corporation is COLUMBIA MEDICAL GROUP — HILLSIDE, INC.
2.	The state or country of incorporation is TENNESSEE.
3.	The corporation intends to transact business in Tennessee under an assumed corporate name.
4.	The assumed corporate name the corporation proposes to use is

     UNIVERSITY MEDICAL ASSOCIATES

[NOTE: The assumed corporate name must meet the requirements of Section 48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the Tennessee Nonprofit Corporation Act.]

9-23-98	Columbia Medical Group — Hillside, Inc.
Signature Date	Name of Corporation
Assistant Secretary	/s/ Dora A. Blackwood
(Signer’s Capacity)	Dora A. Blackwood
	(Name)

ARTICLES OF AMENDMENT TO THE CHARTER

CORPORATE CONTROL NUMBER (IF KNOWN)                                                                                  

PURSUANT TO THE PROVISIONS OF SECTION 48-20-106 OF THE TENNESSEE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS CHARTER:

PLEASE MARK THE BLOCK THAT APPLIES:

þ AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.

o AMENDMENT IS TO BE EFFECTIVE,
	MONTH	DAY	YEAR

(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.

1.	PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS ON RECORD:
	Columbia Medical Group — Hillside, Inc.
	IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
	LifePoint Medical Group — Hillside, Inc.
2.	PLEASE INSERT ANY CHANGES THAT APPLY:

A. PRINCIPAL ADDRESS: (street)  

(city) (state) (zip code)

B. REGISTERED AGENT:  

C. REGISTERED ADDRESS: (street)  

	TN
(city)	(State)	(zip code)	(county)

D. OTHER CHANGES:

3. THE CORPORATION IS FOR PROFIT.

4. THE MANNER (IF NOT SET FORTH IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY EX-CHANGE, RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES IS AS FOLLOWS:

5. THE AMENDMENT WAS DULY ADOPTED ON	May		7,		1999	By:
	MONTH	DAY		YEAR

(NOTE: PLEASE MARK THE BLOCK THAT APPLIES)

o  THE INCORPORATORS.

o   THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL, AS SUCH WAS NOT REQUIRED.

þ   THE SHAREHOLDERS.

Secretary	/s/ John M. Franck II
SIGNER’S CAPACITY	SIGNATURE
	/s/ John M. Franck II
	NAME OF SIGNER (TYPED OR PRINTED)

LifePoint Medical Group — Hillside, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027

Sole Shareholder: LifePoint Holdings 3, Inc.

Officers:

Scott L. Mercy	Chairman, and Chief Executive Officer
James M. Fleetwood, Jr.	President and Chief Operating Officer
Kenneth C. Donaney	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary

Directors:

Scott L. Morcy
James M. Fleetwood, Jr.

[ILLEGIBLE]

[ILLEGIBLE]

SECRETARY OF STATE
DIVISION OF BUSINESS SERVICES
James K. Folk Building, Suite 1800
Nashville, TN 37243-0308

MASS CHANGE OF REGISTERED OFFICE (BY AGENT)

Pursuant to the provisions of Sections 48-15-102 and 48-25-13 of the Tennessee Business Corporation Act, Sections 48-55-102 and 45-63-108 of the Tennessee Nonprofit Corporation Act, Section 48-208-102 of the Tennessee Limited Liability Company Act, Sections 61-2-104 and 61-2-904 of the Tennessee Revised Uniform Limited Partnership Act, and Section 61-1-144 of the Tennessee Uniform Limited Partnership Act, the undersigned registered agent hereby submits this application to change its business address and the registered office address of the businesses noted below:

1.	The names of the affected corporations, limited liability companies, limited partnerships and limited liability partnerships are identified in the attached list by their S.O.S. control numbers, which list is incorporation herein by reference.
2.	The street address of its current registered office is 500 Tallan Building — Two Union Square, Chattanooga, TN 37402-2571.
3.	The name of the current registered agent is The Prentice-Hall Corporation System, Inc.
4.	The street address (including county) of the new registered office is:

2908 Poston Avenue, Nashville, Tennessee 37203 (DAVIDSON)

5.	After the change, the street addresses of the registered office and the business office of the registered agent will be identical.
6.	The corporations, limited liability companies, limited partnerships and limited liability partnerships identified in the attached list have been notified of the change of address for the registered office.

May 1, 2000	/s/ John H. Pelletier
Signature Date	Signature of Registered Agent
	John H. Pelletier, Asst. VP
	Printed or Typed Name

EX-3.180

Exhibit 3.180

Adopted August 25, 1998

BY-LAWS
OF
COLUMBIA MEDICAL GROUP-HILLSIDE, INC.

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Tennessee shall be located in the City of Nashville. The Corporation may have such other offices, either within or without the State of Tennessee 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 in the State of Tennessee and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of June or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Tennessee, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Tennessee, 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 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE Ill

DIRECTORS

     SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its 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 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 Tennessee nor need they be the holder of any shares of the capital stock of the Corporation.

2

     SECTION 2.1. COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the directors 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 of Tennessee 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 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours previously thereto by written notice delivered personally or mailed to each director 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 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 5. 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 6. 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 7. VACANCIES. 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.

     SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, 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 Directors or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3

     SECTION 9. REMOVAL OF DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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

4

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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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;

5

     (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 (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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

     SECTION 1. CERTIFICATES FOR SHARES. 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 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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 shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and other appropriate wording.

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 Corporation Laws of the State of Tennessee, 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 decreased 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-3.181

Exhibit 3.181

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT OF GAGP, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID

     CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LIFEPOINT OF GAGP, LLC”.

3036267     8100H		/s/ Jeffrey W. Bullock
110292798 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620365 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/28/1999
991168454 – 3036267

CERTIFICATE OF FORMATION

OF

LIFEPOINT OF GAGP, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is LifePoint of GAGP, 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 April 28, 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 10:00 AM 01/22/2002
020041268 — 3036267

CERTIFICATE OF AMENDMENT
OF
LifePoint of GAGP, LLC

     1. The name of the limited liability company is LifePoint of GAGP, 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 LifePoint of GAGP, LLC this 15 day of January, 2002.

LifePoint of GAGP, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager 

EX-3.182

Exhibit 3.182

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIFEPOINT OF GAGP, LLC

     This Limited Liability Company Agreement of LifePoint of GAGP, LLC, effective as of April 28, 1999 (this “Agreement”), is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company formed hereby is LifePoint of GAGP. LLC (the “Company”).

     2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
R. Milton Johnson	Vice President
Ronald Lee Grubbs, Jr.	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

2

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 11^th day of May 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	Name:
	Title:

4

EX-3.183

Exhibit 3.183

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP”

3036373   8100H
110292798

You may verify this certificate online at corp. delaware. gov/authver.shtml /s/ Jeffrey W. Bullock   Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8620366

DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/28/1999

991168914 — 3036373

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP

     This Certificate of Limited Partnership of LifePoint of Georgia, Limited Partnership (the “Partnership”), dated as of April 28, 1999, is being executed and filed by LifePoint of GAGP, LLC, as sole general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act.

     1. Name. The name of the limited partnership formed hereby is LifePoint of Georgia, Limited Partnership.

     2. Registered Office. The address of the registered office of the Partnership in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     3. Registered Agent. The name and address of the registered agent for service of process on the Partnership in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     4. General Partner. The name and the business address of the sole general partner of the Partnership is:

LifePoint of GAGP, LLC
c/o LifePoint Hospitals, Inc.
4525 Harding Road
Nashville, Tennessee 37205

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the date first above written.

LIFEPOINT OF GAGP, LLC
By:	/s/ John M. Frank II
		John M. Frank II
		Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041301 — 3036373

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
LifePoint of Georgia, Limited Partnership

     The undersigned, desiring to amend the Certificate of Limited Partnership of LifePoint of Georgia, Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

     FIRST: The name of the Limited Partnership is LifePoint of Georgia, Limited Partnership

     SECOND: Article 2 of the Certificate of Limited Partnership shall be 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 Amendment to the Certificate Of Limited Partnership LifePoint of Georgia, Limited Partnership on this 15 day of January, 2002.

LifePoint of Georgia, Limited Partnership
LifePoint of GAGP, LLC,
By:	/s/ William F. Carpenter III
	General Partner

EX-3.184

Exhibit 3.184

AGREEMENT OF LIMITED PARTNERSHIP
OF
LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP

     The undersigned parties, being all of the partners (the “Partners”) of LifePoint of Georgia, Limited Partnership (the “Partnership”), a Delaware limited partnership, hereby form the Partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (the “Act”), and hereby agree that the ownership interests in the Partnership (“Percentage Ownership”) and the capital contributions of the Partners are as follows:

	Percentage			Initial
Name and Address	Ownership			Contribution
SOLE GENERAL PARTNER:
LifePoint of GAGP, LLC (the “General Partner”) 4525 Harding Road Nashville, Tennessee 37205		1	%	The assets contributed to the Partnership by the General Partner, as set forth in a Contribution Agreement, effective as of the Effective Time (as defined therein), between the Partners and the Partnership.
SOLE LIMITED PARTNER:
LifePoint Hospitals Holdings, Inc. (the “Limited Partner”) 4525 Harding Road Nashville, Tennessee 37205		99	%	The assets contributed to the Partnership by the Limited Partner as set forth in a Contribution Agreement, effective as of the Effective Time (as defined therein), between the Partners and the Partnership.

     Neither Partner shall be required to make any additional contributions of capital to the Partnership, although the Partners may from time to time agree to make additional contributions to the Partnership.

     The Partnership 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 address of the registered office of the Partnership in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805 and the name and address of the registered agent for service of process on the Partnership in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     The Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050.

     Prior to the dissolution of the Partnership, no Partner shall have the right to receive any distributions 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 each Partner, as specified in this Agreement of Limited Partnership (the “Partnership Agreement”).

     The General Partner of the Partnership shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership and may take any and all action, including, but not limited to, the disposition of any or all of the Partnership’s assets, without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the Partnership’s principal place of business. The General Partner shall make available to the Limited Partner such books and records of the Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Partnership by complying with any requirements pursuant to the Act.

     The Partnership shall indemnify and hold harmless the General Partner, and its partners, managers, members, employees, agents and representatives and the shareholders, officers, directors, members, employees, agents and representatives of its partners to the fullest extent permitted by the Act.

     Neither the General Partner nor the Limited Partner shall be permitted to withdraw from the Partnership or transfer, assign, or pledge its interest in the Partnership without the prior written consent of the other Partner, which consent may be withheld in such Partner’s sole discretion.

     The Partnership is hereby authorized to engage in any merger or consolidating transaction with any limited partnership or other business entity as provided in Section 17-211 of the Act. Any such merger or consolidation transaction may be approved solely by the General Partner and does not require the consent of the Limited Partner. If the Partnership is the surviving or resulting limited partnership in any merger or consolidation, the Partnership Agreement may be amended and/or restated in connection with the agreement of merger or consolidation.

2

     The Partnership Agreement may be amended in whole or in part at the sole discretion of the General Partner without the approval of the Limited Partner. The General Partner may, in its sole and absolute discretion, admit additional or substitute general or limited partners and reallocate the Percent Ownership.

     The Partners hereby agree that all other terms of the Partnership be controlled and interpreted in accordance with the Act.

******

3

     EXECUTED on May 3, 1999 but effective as of April 28, 1999.

SOLE GENERAL PARTNER LIFEPOINT OF GAGP, LLC
By:	/s/ R. Milton Johnson
	Name:
	Title:
SOLE LIMITED PARTNER LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	Name:
	Title:

4

AMENDMENT NO. 1 TO
LIMITED PARTNERSHIP AGREEMENT
OF
LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP

     Amendment No. 1 to Limited Partnership Agreement of LifePoint of Georgia, Limited Partnership, effective as of April ___, 2005 (this “Amendment”).

     WHEREAS, LifePoint Hospitals Holdings Inc., as the General Partner (the “General Partner”), and LifePoint of GAGP, LLC, as the Limited Partner (the “Limited Partner”) are parties to that certain Limited Partnership Agreement, dated as of April 28, 1999 (the “LP Agreement”) and

     WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the LP Agreement as more fully described herein.

     NOW, THEREFORE, the LP Agreement is hereby amended as follows:

     1. The LP Agreement shall be amended by adding a new paragraph to the end thereto, which shall read as follows:

     “All Partnership interests in the Partnership shall be represented by certificate(s) issued by the Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Delaware Uniform Commercial Code.”

     2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

     4. Except as amended hereby, the LP Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

LIFEPOINT HOSPITALS HOLDINGS, INC., as General Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President, General Counsel and Secretary
LIFEPOINT OF GAGP, LLC, as Limited Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	President and Secretary

Signature Page to Amendment No. 1 to LP Agreement
of LifePoint of Georgia, Limited Partnership

EX-3.185

Exhibit 3.185

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT OF KENTUCKY, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF APRIL, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LIFEPOINT OF KENTUCKY, LLC”.

3036090    8100H		/s/ Jeffrey W. Bullock
110292798 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620367 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09: 00 AM 04/28/1999

991167945 — 3036090

CERTIFICATE OF FORMATION
OF
LIFEPOINT OF KENTUCKY, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is LifePoint of Kentucky, 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 April 28, 1999.

By:	/s/ John M. Frank II
	Name:	John M. Frank II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041311 — 3036090

CERTIFICATE OF AMENDMENT

OF

LifePoint of Kentucky, LLC

     1. The name of the limited liability company is LifePoint of Kentucky, 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 LifePoint of Kentucky, LLC this 15 day of January, 2002.

LifePoint of Kentucky, LLC
/s/ William F. Carpenter III
William F. Carpenter III,
Title	Manager

EX-3.186

Exhibit 3.186

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIFEPOINT OF KENTUCKY, LLC

          This Limited Liability Company Agreement of LifePoint of Kentucky, LLC, effective as of April 28, 1999 (this “Agreement”), is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is LifePoint of Kentucky, LLC (the “Company”).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of’ Delaware. John M. Franck II is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
R. Milton Johnson	Vice President
Ronald Lee Grubbs, Jr.	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

2

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 1st day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ Ronald Lee Grubbs, Jr.
	Ronald Lee Grubbs, Jr.
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint of Kentucky, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint of Kentucky, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement’).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint of Kentucky, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (‘Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Holdings 2, LLC (“Holdings 2”) assigned, transferred and conveyed its 100% limited liability company interest in LifePoint of Kentucky, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 3, Inc. (“Holdings 3”), whereupon Holdings 3 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings 2 as the sole member (the “Member”) shall be deemed to be references to Holdings 3 as the Member.

     IN WITNESS WHEREOF, Holdings 3 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 3 INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.187

Exhibit 3.187

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT OF LAKE CUMBERLAND, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF AUGUST, A. D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “LAKE CUMBERLAND, LLC” TO “LIFEPOINT OF LAKE CUMBERLAND, LLC”, FILED THE TWENTY-FIFTH DAY OF AUGUST, A. D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TENTH DAY OF OCTOBER, A. D. 2000, AT 11 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A. D 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LIFEPOINT OF LAKE CUMBERLAND, LLC”.

3275395      8100H		/s/ Jeffrey W. Bullock
110294314 You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8621080 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/16/2000
001415404 — 3275395

Certificate Of Formation
of
Lake Cumberland, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Lake Cumberland, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 17, 2000.

By:	/s/ James M. Fleetwood, Jr.
	James M. Fleetwood, Jr.
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/25/2000
001431720 — 3275395

Certificate of Amendment
to
Certificate of Formation
of
Lake Cumberland, LLC

     It is hereby certified that:

     1. The name of the limited liability company (hereinafter called the “limited liability company”) is Lake Cumberland, LLC.

     2. The certificate of formation of the limited liability company is hereby amended by striking out Article One thereof and by substituting in lieu of said Article the following new Article:

     FIRST: The name of the limited liability company is LifePoint of Lake Cumberland, LLC (the “Company”).

Executed on August 25, 2000.

/s/ William F. Carpenter III  

William F. Carpenter III, Authorized Person 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:00 AM 10/10/2000
001509074 — 3275395

CERTIFICATE OF MERGER

OF

LAKE CUMBERLAND HEALTH CARE, INC.

INTO

LIFEPOINT OF LAKE CUMBERLAND, LLC

Pursuant to Section 18-209 of the

Delaware Limited Liability Company Act.

     The undersigned limited liability company and corporation DO HEREBY CERTIFY:

     FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
LifePoint of Lake Cumberland LLC (the “LLC”)	Delaware
Lake Cumberland Health Care, Inc. (the “Company”)	Kentucky

     SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

     THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be LifePoint of Lake Cumberland, LLC.

     FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

     FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is 103 Powell Court, Suite 200, Brentwood, TN 37027.

     SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

     SEVENTH: This Certificate of Merger shall be effective on October 10, 2000.

     IN WITNESS WHEREOF; this Certificate of Merger has been executed on this 10th day of October, 2000.

LIFEPOINT OF LAKE CUMBERLAND, LLC
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Manager
LAKE CUMBERLAND HEALTH CARE, INC.
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Senior Vice President & Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041321 — 3275395

CERTIFICATE OF AMENDMENT

OF

LifePoint of Lake Cumberland, LLC

     1. The name of the limited liability company is

          LifePoint of Lake Cumberland, 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 LifePoint of Lake Cumberland, LLC this 15 day of January 2002.

LifePoint of Lake Cumberland, LLC 

/s/ William F. Carpenter III  

William F. Carpenter III 

Title Manager  

EX-3.188

Exhibit 3.188

Limited Liability Company Agreement
of
LifePoint of Lake Cumberland, LLC

          This Limited Liability Company Agreement of LifePoint of Lake Cumberland, LLC, effective as of August 25, 2000 (this “Agreement”) is entered into by LifePoint Holdings 3, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be LifePoint of Lake Cumberland, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M, Fleetwood, Jr.	Chairman, President and Chief
	Executive Officer
Kenneth C. Donahey	Senior Vice President and Chief
	Financial Officer
William F. Carpenter III	Senior Vice President, General
	Counsel and Secretary
Roberto G. Pantoja	Vice President and Controller

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of August 25, 2000.

LifePoint Holdings 3, Inc.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.189

Exhibit 3.189

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT RC, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-THIRD DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

      CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM “COLUMBIA AMERICA RC, INC.” TO “LIFEPOINT RC, INC. ”, FILED THE SEVENTH DAY OF MAY, A.D. 1999, AT 4:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE ELEVENTH DAY OF JULY, A.D. 2001, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

      AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LIFEPOINT RC, INC. ”.

2969986      8100H		/s/ Jeffrey W. Bullock
110294319 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8621083 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/23/1998

981450221 – 2969986

CERTIFICATE OF INCORPORATION

OF

COLUMBIA AMERICA RC, 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 America RC, 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 Corporation Service Company.

     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
Melinda S. Lampkin	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 SS109 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 he authorized to issue only one class of stock, each outstanding share shall entitle the bolder 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 he 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 tinder 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 tights 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 upon filing.

Signed on November 23, 1998.

/s/ Melinda S. Lampkin  

Melinda S. Lampkin, Incorporator 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 05/07/1999

991184889 – 2969986

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

of

COLUMBIA AMERICA RC, INC

     Columbia America RC, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and recommending its consideration and adoption by unanimous written consent of the sole stockholder of said corporation The proposed amendment, set forth in full, is as follows:

     The Article numbered “First” of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to be and read as follows:

     FIRST: The name of the corporation (hereinafter called the “corporation”) is LifePoint RC, Inc.

     SECOND: That thereafter said amendment was consented to and authorized by the sole holder of all of the issued and outstanding capital stock of said corporation, by means of a unanimous written consent given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and filed with the minutes of said corporation.

     THIRD: That said amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed this 7^th day of May, 1999.

Columbia America RC, Inc.
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Vice President

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/11/2001

010334032 – 2969986

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

LIFEPOINT RC, INC.

     LifePoint RC, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”, DOES Hereby CERTIFY:

     FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted a resolution Proposing and declaring advisable the following amendment to the certificate of Incorporation of said corporation:

     That Article Seven of the Corporation’s Certificate of Incorporation is hereby deleted in its entirety The remarking Articles are renumbered accordingly.

     SECOND: That stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed this 11^th day of Jully, 2001.

LIFEPOINT RC INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Senior Vice President General Counsel and Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041334 – 2969986

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

     LifePoint RC, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

     DOES HEREBY CERTIFY:

     That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

      That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

     IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 10th day of December, 2001.

/s/ William F. Carpenter III

Signature William F. Carpenter III

Title Secretary

* Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

EX-3.190

Exhibit 3.190

BY-LAWS
OF
COLUMBIA AMERICA RC, INC.

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington. The Corporation may have such other offices, either within or without the State of Delaware 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 in the State of Delaware and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of June or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Delaware, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Delaware, 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 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote 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.

     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 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,

2

whichever period is longer. Directors need not be residents of Delaware nor need they be the holder of any shares of the capital stock of the Corporation.

     SECTION 2.1. COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the directors 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 of Delaware 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 4. NOTICE. Notice of any special meeting shall be given at least two (2) hours previously thereto by written notice delivered personally or mailed to each director 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 de1ivered when the facsimile is transmitted. 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 5. 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 6. 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 7. VACANCIES. 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,

SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no

3

time is specified, upon receipt thereof by the Board of Directors 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 DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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

4

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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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;

5

     (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 (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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.

6

     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

     SECTION 1. CERTIFICATES FOR SHARES. 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 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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 shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and other appropriate wording.

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 Corporation Laws of the State of Delaware, 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 decreased 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-3.191

Exhibit 3.191

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT VA HOLDINGS, INC.”

     AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1:11 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LIFEPOINT VA HOLDINGS, INC. ”.

3999306     8100H		/s/ Jeffrey W. Bullock
110292798 You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620368 DATE: 03-14-11

State of Delaware                
Secretary of State                
Division of Corporations         
Delivered 01:16 PM 07/13/2005  
FILED 01:11 PM 07/13/2005      
SRV 050579055 — 3999306 FILE  

CERTIFICATE OF INCORPORATION

OF

LIFEPOINT VA HOLDINGS, INC.

     THE UNDERSIGNED, in order to form a corporation (hereinafter referred to as the “Corporation”) for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows:

     I. The name of the Corporation is LifePoint VA Holdings, Inc.

     2. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     3. The purpose of the Corporation 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.

     4. The total number of shares of capital stock that the Corporation shall have the authority to issue is 1,000 shares of Common Stock with a par value of $.01 per share.

     5. The name and mailing address of the sole incorporator of the Corporation is as follows:

Mary Kim E. Shipp
LifePoint Hospitals, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027

     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, adopt, alter, amend or repeal the By-Laws of the Corporation.

     8. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of the Delaware General Corporation Law Section 102, as the same may be amended and supplemented from time to time. Any repeal or modification of this Section 8 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     9. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnity under said section from and against any and all of the expenses, liabilities and 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 or her 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.

     I , THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 13th day of July, 2005.

/s/ Mary Kim E. Shipp  

Mary Kim E. Shipp 

Sole Incorporator 

2 

EX-3.192

Exhibit 3.192

BY-LAWS
OF
LIFEPOINT VA HOLDINGS, INC.

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington. The Corporation may have such other offices, either within or without the State of Delaware 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 in the State of Delaware and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of May or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Delaware, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Delaware, 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 outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; proved, 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote 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.

     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 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 Delaware nor need they be the holder of any shares of the capital stock of the Corporation.

     Section 2.1. COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the

directors 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 of [State] 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 4. NOTICE. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director 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 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 5. 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 6. 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 7. VACANCIES. 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.

     SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, 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 Directors 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 DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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 (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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, DRAPES, 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

     SECTION 1. CERTIFICATES FOR SHARES. 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 Vice President and by the Secretary r 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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

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 Corporation Laws of the State of Delaware, 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 X

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 decreased officers or directors.

ARTICLE XI

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 Bylaws 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.

Adopted by the Board of Directors this 13th day of July, 2005.

/s/ William F. Carpenter  

President 

ATTEST: 

/s/ Mary Kim E. Shipp  

EX-3.193

Exhibit 3.193

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIFEPOINT WV HOLDINGS, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1:09 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “LIFEPOINT WV HOLDINGS, INC.”

3999305      8100H 110292798		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620369 DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:16 PM 07/13/2005

FILED 01:09 PM 07/13/2005

SRV 050579049 — 3999305 FILE

CERTIFICATE OF INCORPORATION

OF

LIFEPOINT WV HOLDINGS, INC.

     THE UNDERSIGNED, in order to form a corporation (hereinafter referred to as the “Corporation”) for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows:

     1. The name of the Corporation is LifePoint WV Holdings, Inc.

     2. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     3. The purpose of the Corporation 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.

     4. The total number of shares of capital stock that the Corporation shall have the authority to issue is 1,000 shares of Common Stock with a par value of $.01 per share.

     5. The name and mailing address of the sole incorporator of the Corporation is as follows:

Mary Kim E. Shipp
LifePoint Hospitals, Inc.
103 Powell Court, Suite 200
Brentwood, Tennessee 37027

     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, adopt, alter, amend or repeal the By-Laws of the Corporation.

     8. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of the Delaware General Corporation Law Section 102, as the same may be amended and supplemented from time to time. Any repeal or modification of this Section 8 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     9. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, 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 and 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 or her 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.

     I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 13th day of July, 2005.

/s/ Mary Kim E. Shipp  

Mary Kim E. Shipp 

Sole Incorporator 

2

EX-3.194

Exhibit 3.194

BY-LAWS
OF
LIFEPOINT WV HOLDINGS, INC.

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Delaware shall be located in the City of Wilmington. The Corporation may have such other offices, either within or without the State of Delaware 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 in the State of Delaware and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held in the month of May or such other date 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 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 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.

     SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by the Chairman of the Board, 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 3. 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, either within or without the State of Delaware, 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 Corporation in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

     SECTION 4. 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 Chairman of the Board, the President, the Secretary, or 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 in a sealed envelope addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. 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.

     SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Delaware, 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 outstanding shares of the Corporation, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; proved, 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 7. 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 8. VOTING OF SHARES. Subject to the provisions of Section 10, each outstanding share of common stock shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     SECTION 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another Corporation, domestic or foreign, 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.

     SECTION 10. VOTING. In all elections of directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by him, 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 11. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote 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.

     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 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 Delaware nor need they be the holder of any shares of the capital stock of the Corporation.

     Section 2.1. COMMITTEES OF THE BOARD. 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 3. 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 Chairman of the Board or a majority of the directors. Special meetings shall be held, unless otherwise designated by the Board of Directors, in Nashville, Tennessee. Meetings may be held by the

directors 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 of [State] 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 4. NOTICE. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director 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 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 5. 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 6. 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 7. VACANCIES. 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.

     SECTION 8. RESIGNATION OF DIRECTORS. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, 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 Directors 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 DIRECTORS. At any special meeting of the stockholders, duly called as provided in these By-laws, 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 10. 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, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

     SECTION 1. CLASSES. The officers of the Corporation 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 Corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. 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.

     SECTION 3. REMOVAL. 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, 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 Directors for the unexpired portion of the term.

     SECTION 5. CHAIRMAN OF THE BOARD. If there is a Chairman of the Board, he shall be the Chief Executive Officer of the Corporation and shall be elected from among the members of the Board of Directors. 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. If present, he shall preside at all meetings of stockholders and he shall see that all orders and resolutions of the Board of Directors are carried into effect. He may sign, with any other officer thereunto duly authorized certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 6. PRESIDENT. If there is no Chairman of the Board, the President shall have all the powers, duties and responsibilities designated in Section 5 of this article as belonging to the Chairman of the Board and shall be elected from among the members of the Board of Directors. If there is a Chairman of the Board, the President shall be an executive officer of the Corporation and, subject to the direction of the Board of Directors and the Chairman of the Board, he shall have supervision of the business of the Corporation and its other officers and agents. In the absence of the Chairman of the Board he shall preside at meetings of the stockholders and of the Board of Directors. He may sign, with any other officer thereunto duly authorized, certificates of stock of the Corporation the issuance of which shall have been duly authorized (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 from time to time may be assigned to him by the Board of Directors.

     SECTION 7. 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, the Chairman of the Board, 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 8. SECRETARY. The Secretary shall:

     (a) Record all the proceedings of the meetings of the stockholders, 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 statutes;

     (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 (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall 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, the Chairman of the Board or the President.

     SECTION 9. 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 Directors 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 Directors, the Chairman of the Board, the President or the Secretary.

     SECTION 10. 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, the Chairman of the Board or the President.

     SECTION 11. 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 Directors 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 Directors, the Chairman of the Board, the President or 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

     SECTION 1. CERTIFICATES FOR SHARES. 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 Vice President and by the Secretary r 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.

     SECTION 2. TRANSFERS OF SHARES. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

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

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 Corporation Laws of the State of Delaware, 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 X

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 decreased officers or directors.

ARTICLE XI

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.

     Adopted by the Board of Directors this 13^th day of July, 2005

/s/ William F. Carpenter  

President  

ATTEST:
 

/s/ Mary Kim E. Shipp  

EX-3.195

Exhibit 3.195

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LIVINGSTON REGIONAL HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LIVINGSTON REGIONAL HOSPITAL, LLC”.

2964421    8100H 110292798		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620370 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/09/1998

981430480 — 2964421

CERTIFICATE OF FORMATION
OF
LIVINGSTON REGIONAL HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

     FIRST: The name of the limited liability company is Livingston Regional Hospital, LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 5, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 04/22/1999

991159347 — 2964421

CERTIFICATE OF MERGER

OF

HOSPITAL CORPORATION OF SMITH AND OVERTON COUNTY

INTO

LIVINGSTON REGIONAL HOSPITAL, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Livingston Regional Hospital, LLC (the “LLC”)	Delaware
Hospital Corporation of Smith and Overton County (the “Company”)	Tennessee

          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Livingston Regional Hospital, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the Constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21st day of April, 1999.

LIVINGSTON REGIONAL HOSPITAL, LLC
By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Vice President
HOSPITAL CORPORATION OF SMITH AND OVERTON COUNTY
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

CERTIFICATE OF AMENDMENT

OF

Livingston Regional Hospital, LLC

     1. The name of the limited liability company is Livingston Regional Hospital, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Livingston Regional Hospital, LLC this 15 day of January, 2002.

Livingston Regional Hospital, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager  

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041349 — 2964421

EX-3.196

Exhibit 3.196

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

LIVINGSTON REGIONAL HOSPITAL, LLC

     This Amended and Restated Limited Liability Company Agreement of Livingston Regional Hospital, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Livingston Regional Hospital, LLC, effective as of November 9, 1998.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member agrees as follows:

     1. Name. The name of the limited liability company shall be Livingston Regional Hospital, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101,et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Livingston Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITAL, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Livingston Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Livingston Regional Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.197

Exhibit 3.197

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LOGAN GENERAL HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF AUGUST, A.D. 2002, AT 2 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, “LOGAN GENERAL HOSPITAL, LLC”.

3561840      8100H 110292798		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620371 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 08/23/2002

020534403 — 3561840

Certificate of Formation
of
Logan General Hospital, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Logan General Hospital, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of August 23, 2002.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

EX-3.198

Exhibit 3.198

Limited Liability Company Agreement
Of
Logan General Hospital, LLC

          This Limited Liability Company Agreement of Logan General Hospital, LLC, effective as of August 23, 2002 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Logan General Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

BOS_@LLC Subsidiary formation template-New@

-3-

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Daniel S. Slipkovich	President
Michael J. Culotta	Senior Vice President and Chief Financial Officer
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Mark B. Medley	Vice President and Division CFO
William E. Hoffman, Jr.	Vice President
Paul R. Hannah	Vice President
Mary Kim E. Shipp	Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquirer.

BOS_Formation Documents-Logan General Hospital, LLC/JEGAN

-4-

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of August 23, 2002.

LifePoint Hospitals Holdings, Inc.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

BOS_@LLC Subsidiary formation template-New@

-5-

EX-3.199

Exhibit 3.199

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LOGAN HEALTHCARE PARTNER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TENTH DAY OF JULY, A. D. 2003, AT 6:54 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, “LOGAN HEALTHCARE PARTNER, LLC”.

3680417     8100H		/s/ Jeffrey W. Bullock
110292798 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620372 DATE: 03-14-11

Certificate of Formation
of
Logan Healthcare Partner, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Logan Healthcare Partner, LLC (the “Company’).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of July 10, 2003.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:20 PM 07/10/2003
FILED 06:54 PM 07/10/2003
SRV 030455487 — 3680417 FILE

EX-3.200

Exhibit 3.200

Limited Liability Company Agreement
of
Logan Healthcare Partner, LLC

     This Limited Liability Company Agreement of Logan Healthcare Partner, LLC, effective as of July 10, 2003 (this “Agreement”) is entered into by Logan General Hospital, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Logan Healthcare Partner, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make

additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Daniel S. Slipkovich	President
William F. Carpenter III	Senior Vice President, General Counsel and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Mark B. Medley	Vice President and Division Chief Financial Officer
Gary D. Willis	Vice President and Controller
William E. Hoffman, Jr.	Vice President
Kelvin M. Ault	Vice President, Tax
Mary Kim E. Shipp	Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distribution. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the

Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 10, 2003.

Logan General Hospital, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Manager & Secretary

EX-3.201

Exhibit 3.201

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LOGAN MEDICAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE SIXTEENTH DAY OF FEBRUARY, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF MERGER, FILED THE SEVENTH DAY OF MAY, A.D. 1999, AT 3:30 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LOGAN MEDICAL, LLC”

3005121     8100H		/s/ Jeffrey W. Bullock
110293642 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620714 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/16/1999
991058609 — 3005121

CERTIFICATE OF FORMATION
OF
LOGAN MEDICAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Logan Medical, 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 15, 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 03:30 PM 05/07/1999
991183648 — 3005121

CERTIFICATE OF MERGER

OF

LOGAN MEMORIAL HOSPITAL, INC.

INTO

LOGAN MEDICAL, LLC

Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act

          The undersigned limited liability company and corporation DO HEREBY CERTIFY:

          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:

Name	State of Formation or Organization
Logan Medical, LLC (the “LLC”)	Delaware
Logan Memorial Hospital, Inc. (the “Company”)	Kentucky

          SECOND: An Agreement and Plan of Merger between the constituent entities the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities in accordance with the requirements of Section 18-209 of the Delaware Limited Liability Company Act and Section 271B.11-060 of the Kentucky Business Corporation Act.

          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be Logan Medical, LLC.

          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.

          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.

          SEVENTH: This Certificate of Merger shall be effective on May 7, 1999.

*****

2

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 6th of May, 1999.

LOGAN MEDICAL, LLC
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Manager
LOGAN MEMORIAL HOSPITAL, INC.
By:	/s/ R. Milton Johnson
	Name:	R. Milton Johnson
	Title:	Vice President

3

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 01/22/2002
020041359 — 3005121

CERTIFICATE OF AMENDMENT

OF

Logan Medical, LLC

     1. The name of the limited liability company is Logan Medical, 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 Logan Medical, LLC this 15 day of January 2002.

Logan Medical, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager
 

EX-3.202

Exhibit 3.202

LIMITED LIABILITY COMPANY AGREEMENT
OF
LOGAN MEDICAL, LLC

          This Limited Liability Company Agreement of Logan Medical, LLC, effective as of February 16, 1999 (this “Agreement”), is entered into by Logan Memorial Hospital, Inc. as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company formed hereby is Logan Medical, LLC (the “Company).

          2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

2

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 6 ^th day of May, 1999.

LOGAN MEMORIAL HOSPITAL, INC.
By:	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Merger Date”), Logan Memorial Hospital, Inc. (“Logan Memorial”) merged with and into Logan Medical, LLC, a limited liability company of which Logan Memorial was the sole member (“Logan Medical”), whereupon Healthtrust, Inc. — The Hospital Company, the sole shareholder of Logan Memorial (“Healthtrust”), became the sole member of Logan Medical. Attached hereto is a copy of the Limited Liability Company Agreement of Logan Medical (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Merger Date, all references in the Agreement to Logan Memorial as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the Member.

     IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 7^th day of May, 1999.

HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Logan Medical, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Logan Medical, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Logan Medical, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

1

EX-3.203

Exhibit 3.203

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LOGAN MEMORIAL HOSPITAL, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF SEPTEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LOGAN MEMORIAL HOSPITAL, LLC”.

2947707    8100H 110293642		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620715 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/23/1998

981370188 — 2947707

CERTIFICATE OF FORMATION
OF
LOGAN MEMORIAL HOSPITAL, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Logan Memorial Hospital, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 23, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title: Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041366 — 2947707

CERTIFICATE OF AMENDMENT

OF

Logan Memorial Hospital, LLC

          1. The name of the limited liability company is Logan Memorial Hospital, LLC

          2. The Certificate of Formation of the limited liability company is hereby amended as follows:

          The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Logan Memorial Hospital, LLC this 15 day of January 2001.

Logan Memorial Hospital, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III,

Title Manager

EX-3.204

Exhibit 3.204

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
LOGAN MEMORIAL HOSPITAL, LLC

          This Amended and Restated Limited Liability Company Agreement of Logan Memorial Hospital, LLC, is entered into by Logan Memorial Hospital, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Logan Memorial Hospital, LLC, effective as of September 23, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Logan Memorial Hospital, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29th day of April, 1999.

LOGAN MEMORIAL HOSPITAL, INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Effective Date”), Logan Memorial Hospital, Inc. (“Logan Memorial”) assigned, transferred and conveyed its 100% limited liability company interest in Logan Memorial Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Logan Memorial as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.205

Exhibit 3.205

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LOGAN PHYSICIAN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF JUNE, A.D. 2000, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LOGAN PHYSICIAN PRACTICE, LLC”.

3250389      8100H 110293642		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620716 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/23/2000

001323169 — 3250389

Certificate Of Formation
of
Logan Physician Practice, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Logan Physician Practice, LLC (the “Company”).

     SECOND The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Service Company. 1013 Centre Road, Wilmington, Delaware 19805.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of June 23, 2000.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041376 — 3250389

CERTIFICATE OF AMENDMENT

OF

Logan Physician Practice, LLC

     1. The name of the limited liability company is Logan Physician Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

     The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed certificate of Amendment of Logan Physician Practice, LLC this 15 day of January, 2002.

Logan Physician Practice, LLC
/s/ William F. Carpenter III
William F. Carpenter III
Title	Manager

EX-3.206

Exhibit 3.206

Limited Liability Company Agreement
of
Logan Physician Practice, LLC

          This Limited Liability Company Agreement of Logan Physician Practice, LLC, effective as of June 23, 2000 (this “Agreement”) is entered into by LifePoint of Kentucky, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Logan Physician Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	Chairman, Chief Executive      Officer and President
Kenneth C. Donahey	Senior Vice President and Chief      Financial Officer
William F. Carpenter III	Senior Vice President, General      Counsel and Secretary
Roberto Pantoja	Vice President and Controller

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of June 23, 2000.

LifePoint of Kentucky, LLC
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

EX-3.207

Exhibit 3.207

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “LOS ALAMOS PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-SEVENTH DAY OF JANUARY, A.D. 2006, AT 6:14 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “LOS ALAMOS PHYSICIAN PRACTICES, LLC”.

4101370    8100H 110293642		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620717 DATE: 03-14-11

State of Delaware
Secretary of State

Division of Corporations

Delivered 06:45 PM 01/27/2006

FILED 06:14 PM 01/27/2006

SRV 060083984 — 4101370 FILE

CERTIFICATE OF FORMATION
OF
LOS ALAMOS PHYSICIAN PRACTICES, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Los Alamos Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of January 27, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.208

Exhibit 3.208

Limited Liability Company Agreement
of
Los Alamos Physician Practices, LLC

          This Limited Liability Company Agreement of Los Alamos Physician Practices, LLC, effective as of January 27, 2006 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Los Alamos Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael A. Wiechart, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Jonathan C. Wall, Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein

or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article  8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of January 27, 2006.

Province healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.209

Exhibit 3.209

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MARTINSVILLE PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE EIGHTH DAY OF FEBRUARY, A.D. 2006, AT 5:02 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “MARTINSVILLE PHYSICIAN PRACTICES, LLC”.

4107362     8100H 110293642		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620718 DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:53 PM 02/08/2006

FILED 05:02 PM 02/08/2006

SRV 060121718 — 4107362 FILE

Certificate of Formation
of
Martinsville Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Martinsville Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of February 8, 2006.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.210

Exhibit 3.210

Limited Liability Company Agreement

of

Martinsville Physician Practices, LLC

          This Limited Liability Company Agreement of Martinsville Physician Practices, LLC, effective as of February 8, 2006 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18- 101, et seq.) as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Martinsville Physician Practices, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Robert Wampler, Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Assistant Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein

or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of February 8, 2006.

Province Healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.211

Exhibit 3.211

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MEADOWVIEW PHYSICIAN PRACTICE, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF NOVEMBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “MEADOWVIEW PHYSICIAN PRACTICE, LLC”.

2969125     8100H 110293642		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620719 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/19/1998

981447560 — 2969125

CERTIFICATE OF FORMATION
OF
MEADOWVIEW PHYSICIAN PRACTICE, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Meadowview Physician Practice, LLC (the “Company”).

          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of November 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020041384 — 2969125

CERTIFICATE OF AMENDMENT

OF

Meadowview Physician Practice, LLC

     1. The name of the limited liability company is Meadowview Physician Practice, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Meadowview Physician Practice, LLC this 15 day of January, 2002.

Meadowview Physician Practice, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager 

EX-3.212

Exhibit 3.212.

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MEADOWVIEW PHYSICIAN PRACTICE, LLC

          This Amended and Restated Limited Liability Company Agreement of Meadowview Physician Practice, LLC, is entered into by Hospital Corporation of Kentucky, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Meadowview Physician Practice, LLC, effective as of November 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member agrees as follows:

          1. Name. The name of the limited liability company shall be Meadowview Physician Practice, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of the Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

          IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability Company Agreement on the 29^th day of April, 1999.

HOSPITAL CORPORATION OF KENTUCKY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 7, 1999 (the “Effective Date”), Hospital Corporation of Kentucky (“Hospital Corporation”) assigned, transferred and conveyed its 100% limited liability company interest in Meadowview Physician Practice, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Hospital Corporation as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

     IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.213

Exhibit 3.213

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MEADOWVIEW REGIONAL MEDICAL CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF OCTOBER, A.D. 1998, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “MEADOWVIEW REGIONAL MEDICAL CENTER, LLC”.

		/s/ Jeffrey W. Bullock
2956755    8100H 110293642		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620720 DATE: 03-14-11

You may verify this certificate online
at corp. delaware.gov/authver.shtml

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 10/19/1998

981402233 — 2956755

CERTIFICATE OF FORMATION

OF

MEADOWVIEW REGIONAL MEDICAL CENTER, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Meadowview Regional 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 19, 1998.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040624 — 2956755

CERTIFICATE OF AMENDMENT

OF

Meadowview Regional Medical Center, LLC

     1. The name of the limited liability company is Meadowview Regional Medical Center, LLC

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name and address of the registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Meadowview Regional Medical Center, LLC this 15 day of January, 2002.

Meadowview Regional Medical Center, LLC
 

/s/ William F. Carpenter III  

William F. Carpenter III, 

Title Manager

 

EX-3.214

Exhibit 3.214

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MEADOWVIEW REGIONAL MEDICAL CENTER, LLC

          This Amended and Restated Limited Liability Company Agreement of Meadowview Regional Medical Center, LLC, is entered into by Hospital Corporation of Kentucky, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Meadowview Regional Medical Center, LLC, effective as of October 19, 1998.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Meadowview Regional Medical Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

2 

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3 

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 29^th day of April, 1999.

HOSPITAL CORPORATION OF KENTUCKY
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4 

ADDENDUM

          Effective as of May 7, 1999 (the “Effective Date”), Hospital Corporation of Kentucky (“Hospital Corporation”) assigned, transferred and conveyed its 100% limited liability company interest in Meadowview Regional Medical Center, LLC, a Delaware limited liability company (“LLC”), to LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

          The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Hospital Corporation as the sole member (the “Member”) shall be deemed to be references to LifePoint as the Member.

          IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7^th day of May, 1999.

LIFEPOINT OF KENTUCKY, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.215

Exhibit 3.215

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MEADOWVIEW RIGHTS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWELFTH DAY OF JANUARY, A.D. 1999, AT 9 O’CLOCK A.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY,“MEADOWVIEW RIGHTS, LLC”.

2992180     8100H 110293642		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620721 DATE: 03-14-11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/12/1999

991014233 — 2992180

CERTIFICATE OF FORMATION

OF

MEADOWVIEW RIGHTS, LLC

Under Section 18-201 of the
Delaware Limited Liability Company Act

          FIRST: The name of the limited liability company is Meadowview Rights, 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 12, 1999.

By:	/s/ John M. Franck II
	Name:	John M. Franck II
	Title:	Authorized Person

CERTIFICATE OF AMENDMENT

OF

Meadowview Rights, LLC

     1. The name of the limited liability company is Meadowview Rights, 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 Meadowview Rights, LLC this 15 day of January 2002.

Meadowview Rights, LLC
 

/s/ William F. Carpenter III  

Signature 

William F. Carpenter III         Manager

Name and Title  

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/22/2002

020040740 — 2992180

EX-3.216

Exhibit 3.216

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MEADOWVIEW RIGHTS, LLC

          This Amended and Restated Limited Liability Company Agreement of Meadowview Rights, LLC, is entered into by HCA Squared, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Meadowview Rights, LLC, effective as of January 12,1999.

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Meadowview Rights, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set

forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

James M. Fleetwood, Jr.	President and Secretary
Scott L. Mercy	Chief Executive Officer
John M. Franck II	Vice President
Ronald Lee Grubbs, Jr.	Vice President
R. Milton Johnson	Vice President

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

          15. Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

******

3

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on the 29^th day of April, 1999.

HCA SQUARED, LLC
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President

4

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in Meadowview Rights, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as the Member.

     IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Meadowview Rights, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the Member.

     IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOSPITALS HOLDINGS, INC.
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

ADDENDUM

     Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Meadowview Rights, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).

     The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and further agrees that, from and after the Effective Date, all references in the Agreement to Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the Member.

     IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11^th day of May, 1999.

LIFEPOINT HOLDINGS 2, LLC
By	/s/ R. Milton Johnson
	R. Milton Johnson
	Vice President

EX-3.217

Exhibit 3.217

Virginia State Corporation Commission

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
ARTICLES OF ORGANIZATION

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1.	The name of the limited liability company is
	Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC
	(The name must contain the words “limited company” or “limited liability company” or their abbreviations “L.C.”, “LC”, “L.L.C.” OR “LLC”)

2.	The address of the initial registered office in Virginia is
	Hunton & Williams, Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond		23219
	(number/street)	(city or town)	(zip)

	located in the þ city or o county of Richmond
3.	A. The registered agent’s name is Matthew D. Jenkins whose business address is identical with the registered office.
	B. The registered agent is (mark appropriate box)

(1) an INDIVIDUAL who is a resident of Virginia and

o a member/manager of the limited liability company

o an officer/director of a corporate member/manager of the limited liability company

o a general partner of a general or limited partnership member/manager of the limited liability company

þ a member of the Virginia State Bar

OR

(2) o a professional corporation, a professional limited liability company or a professional registered limited liability partnership of attorneys registered under Virginia Code Section 54.1-3902

4. The post office address of the principal office where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is

320 Hospital Drive	Martinsville	24112
(number/street)	(city or town)	(zip)

5.	The period of duration is perpetual, unless dissolved earlier pursuant to the terms of the operating agreement of the Company, if and when any such operating agreement is adopted by the Company’s members.
6.	Signature:

/s/ Melissa L. Savenko, Esquire	July 26, 2002
(Organizer)	(date)
Melissa L. Savenko. Esquire
(printed name)

COMMONWEALTH OF VIRGINA
STATE CORPORATION ‘COMMISSION

July 30, 2002

The State Corporation Commission has found the accompanying articles submitted on behalf of

Memorial Hospital of Martinsville & Henry County

Ambulatory Surgery Center, LLC

to comply with the requirements of law, and confirms payment of all required fees.

Therefore, it is ORDERED that this

CERTIFICATE OF ORGANIZATION

be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission July 30, 2002.

STATE CORPORATION COMMISSION
By
Commissioner

EX-3.218

Exhibit 3.218

OPERATING AGREEMENT

OF

MEMORIAL HOSPITAL OF MARTINSVILLE & HENRY COUNTY
AMBULATORY SURGERY CENTER, LLC

     This OPERATING AGREEMENT (this “Agreement”), dated as of the _____ day of July, 2002, has been entered into by PHC-MARTINSVILLE, INC. (the “Member”).

     1. Name, Business, Address and Registered Agent.

          (a) The Member hereby creates, under the name of “Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC,” a limited liability company (the “Company”) under the Virginia Limited Liability Company Act (the “Act”), for the purpose of engaging in any business of any kind necessary to, in connection with, related to or incidental to such purposes as the Member shall from time to time deem desirable.

          (b) The principal office of the Company shall be at 320 Hospital Drive, Martinsville, Virginia 24112, or such other place as the Member may from time to time designate.

          (c) The initial registered office of the Company for purposes of the Act shall be at Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia 23219-4074. The initial registered agent of the Company for purposes of the Act shall be Matthew D. Jenkins, whose business office is identical to the Company’s registered office.

     2. Member. The sole responsibility for managing the business and affairs of the Company, except as otherwise provided herein or in the Act, shall be vested in the Member. Except as expressly provided herein, voting power shall be vested solely in the Member, and all matters requiring a vote pursuant to this Agreement or the Act shall be determined by the vote of the Member.

     3. Officers.

          (a) Election of Officers; Term. The officers of the Company shall consist of a President, one or more Vice Presidents, a Treasurer and a Secretary. Other officers, including assistant and subordinate officers, may from time to time be appointed by the Member. All officers shall hold office until their successors are appointed by the Member. Any two or more offices may be combined in the same person as the Member may determine. No officer may act in more than one capacity where the action of two or more officers is required.

          (b) Removal of Officers; Vacancies. Any officer of the Company may be removed summarily with or without cause, at any time, by the Member. Vacancies may be filled by the Member.

          (c) Duties. The officers of the Company shall have such duties as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or as from time to time shall be conferred by the Member. The Member shall determine the compensation of all officers of the Company.

          (d) President. The President shall be primarily responsible for the implementation of policies of the Member. He shall have authority over the general management and direction of the business and operations of the Company and its divisions, if any, subject only to the ultimate authority of the Member. He may sign and execute in the name of the Company, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Member or by this Agreement to some other officer or agent of the Company or shall be required by law otherwise to be signed or executed. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Member.

          (e) Vice Presidents. Each Vice President, if any, shall have such powers and duties as may from time to time be assigned to him by the President or the Member. Any Vice President may sign and execute in the name of the Company deeds, mortgages, bonds, contracts or other instruments authorized by the Member, except where the signing and execution of such documents shall be expressly delegated by the Member or the President to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed.

          (f) Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company, and shall deposit all monies and securities of the Company in such banks and depositories as shall be designated by the Member. He shall be responsible (i) for maintaining adequate financial accounts and records in accordance with generally accepted accounting principles; (ii) for the preparation of appropriate operating budgets and financial statements; (iii) for the preparation and filing of all tax returns required by law; and (iv) for the performance of all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Member or the President. The Treasurer may sign and execute in the name of the Company deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Member or by this Agreement to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed.

          (g) Secretary. The Secretary shall act as secretary of all meetings of the Member and the officers of the Company. He shall keep and preserve the minutes of all such meetings in permanent books. He shall (i) see that all notices required to be given by the Company are duly given and served; (ii) have custody of all deeds, leases, contracts and other important documents; (iii) have charge of the books, records and papers of the Company relating to its organization and management as a Company; (iv) see that all reports, statements and other documents required by law (except tax returns) are properly filed; and (v) in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Member or the President.

     4. Term. The term of the Company shall be perpetual, except that the Company shall be dissolved upon the first to occur of any of the following events:

          (a) The election of the Member to dissolve and terminate the Company;

          (b) The entry of a decree of judicial dissolution under § 13.1-1047 of the Act; or

          (c) Automatic cancellation of the Company’s certificate of organization pursuant to § 13.1-1064 of the Act.

2

     5. Capital. The Member may contribute such capital, in cash or other property, as it so chooses in its sole discretion. No capital contributions shall be required unless the Member consents thereto in writing.

     6. Bank Accounts. The President, Vice President, Secretary and Treasurer of the Company are authorized to open commercial banking accounts for and in the name of the Company throughout the United States, at any time and from time to time, and to deposit to the credit of the Company in such banking accounts any monies, checks, drafts, orders or other commercial paper payable to the Company, and from time to time to withdraw all or any part of the funds on deposit in the name of the Company by check drawn in the name of the Company and signed by the President, Vice President Secretary or Treasurer. The President, Vice President, Secretary and Treasurer are authorized to designate in writing any other officers or employees of the Company as persons authorized to endorse and deposit to the credit of the Company in any such banking accounts any monies, checks, drafts, orders, or other commercial paper payable to it, and to sign checks drawn on any such banking accounts in the name of the Company (including, in the discretion of such officers, the authority to employ facsimile signatures in such connection), and that such officers, or any of them, are hereby authorized to rescind any such designation so made, copies of all such designations and rescissions to be lodged with the Secretary of the Company.

     7. Voting of Shares. Unless otherwise provided by resolution of the Member, the President may from time to time appoint an attorney or attorneys or agent or agents of the Company, in the name and on behalf of the Company, to cast the vote which the Company may be entitled to cast as a shareholder or otherwise in any other corporation, partnership, limited liability company or joint venture, any of whose securities may be held by the Company, at meetings of the holders of the shares or other securities of such other corporation, partnership, limited liability company or joint venture or to consent in writing to any action by any such other corporation, partnership, limited liability company or joint venture The President shall instruct the person or persons so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of the Company, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment, the President may himself attend any meetings of the holders of shares or other securities of any such other corporation, partnership, limited liability company or joint venture and there vote or exercise any or all power of the Company as the holder of such shares or other securities of such other corporation, partnership, limited liability company or joint venture.

     8. Distributions. Any cash or other property of the Company not required for the operation of the Company shall be distributable to the Member at such times and in such amounts as determined by the Member.

     9. Transferability of Interests. The Member may transfer, sell, assign, mortgage, grant a lien on, give or otherwise dispose of, whether voluntarily or by operation of law, at judicial sale or otherwise, all or any part of its interest in the Company (“Membership Interest”); provided, however, that (i) no transferee shall become a member without the consent of the transferor Member and (ii) there shall not at any time be more than one member until this Agreement is amended to provide generally (in addition to Section 12 hereof) for having more than one member. If, in connection with any such transfer, less than 100% of the Membership Interest of the transferor Member is transferred, then this Agreement shall be amended to include

3

appropriate provisions, including those relating to partnership accounting and tax issues, necessary to address the fact that the Company has more than one Member.

     10. Liquidation. Any net proceeds from the sale, exchange or other disposition (including a disposition pursuant to foreclosure or deed in lieu of foreclosure) of the assets of the Company following the dissolution of the Company shall be distributed to the Member.

     11. Other Activities. The Member may engage in or possess any interest in another venture or business of any nature or description, independently or with others.

     12. Tax Classification. The Member intends that the Company be disregarded for federal tax purposes as long as there is only one Member, and that if there is ever more than one Member or more than one owner of the Company as determined for federal income tax purposes, that the Company be classified as a partnership for federal income tax purposes and this Agreement shall be interpreted accordingly.

     13. Limited Liability. No Member shall have any personal obligation for any liabilities of the Company solely by reason of being a Member, except as provided by law. No Member shall have any liability to the Company arising out of a transaction, occurrence or course of conduct unless he, she or it has engaged in willful misconduct or a knowing violation of criminal law or has knowingly exceeded the authority granted by or pursuant to this Agreement.

     14. Indemnification.

          (a) The Company shall indemnify the Member or any officer of the Company (as such, an “Indemnified Party”) who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and whether formal or informal (a “Proceeding”), including a Proceeding brought on behalf of the Member, because such Indemnified Party is or was a Member or officer of the Company, or is or was serving at the request of the Company as a manager, director, trustee, partner or officer of another entity, against any liability and reasonable expenses (including reasonable attorneys’ fees) incurred by such Indemnified Party in connection with such Proceeding unless such Indemnified Party has engaged in willful misconduct or a knowing violation of the criminal law or has knowingly exceeded the authority granted by or pursuant to this Agreement, or unless such Proceeding is to enforce contractual obligations of a Member under this Agreement or otherwise. No amendment of this Section shall have any effect on the rights provided herein with respect to any act or omission occurring prior to such amendment.

          (b) The Company shall make advances or reimbursements for reasonable expenses (including attorneys’ fees) incurred by any Indemnified Party claiming indemnification under this Section, unless it has been determined that such Indemnified Party is not entitled to indemnification because of a failure to meet the standards set forth in this Section. Such advances or reimbursements shall be conditioned upon receipt from the Indemnified Party claiming indemnification of a written undertaking to repay the amount of such advances or reimbursements if it is ultimately determined that such Indemnified Party is not entitled to indemnification.

          (c) The determination that indemnification under this Section is permissible, and of the reasonableness of expenses and attorney’s fees, shall be determined by the Member. These determinations may be made before or after a claim for indemnification is made.

4

          (d) No Indemnified Party shall be entitled to indemnification pursuant to this Section to the extent such Indemnified Party is entitled to indemnification by or from another person or entity, including an insurer.

          (e) The Company may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Section.

     15. No Third Party Beneficiary. No creditor or other third party having dealings with the Company shall have the right to enforce the right or obligation of any Member to make capital contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the Member and the Company and their respective successors and permitted assigns.

[SIGNATURE PAGE FOLLOWS]

5

     IN WITNESS WHEREOF, this Agreement is executed as of the date first set forth above.

SOLE MEMBER: PHC-MARTINSVILLE, INC.
By:
	Name:
	Title:

COMMONWEALTH/STATE OF__________ )

                                                                            )ss.

CITY/COUNTY OF_____________________ )

     The foregoing instrument was acknowledged before me on this ________ day of ____________, 2002, by PHC-MARTINSVILLE, INC., the sole member of MEMORIAL HOSPITAL OF MARTINSVILLE & HENRY COUNTY AMBULATORY SURGERY CENTER, LLC.

NOTARY PUBLIC 

My Commission Expires: ___________________

[SEAL]

6

EX-3.219

Exhibit 3.219

Hope Andrade
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP
Filing Number: 9840610

Certificate Of Limited Partnership	May 22, 1997
Change of Registered Agent/Office	December 11, 1997
Certificate of Assumed Business Name	July 28, 1998
Change of Registered Agent/Office	November 20, 1998
Change of Registered Agent/Office	September 28, 2000
Change of Office by Registered Agent	October 29, 2001
Change of Registered Agent/Office	July 13, 2005
Change of Name or Address by Registered Agent	April 19, 2010
Certificate of Assumed Business Name	October 13, 2010
Certificate of Assumed Business Name	October 13, 2010

In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on March 11, 2011.

	/s/ Hope Andrade
	Hope Andrade
	Secretary of State

	Come visit us on the internet at http://www.sos.state.tx.us/
Phone: (512) 463-5555	Fax: (512) 463-5709	Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB	TID: 10266	Document: 358900740003

FILED
In the Office of the
Secretary of State of Texas

MAY 22 1997

Corporations Section

CERTIFICATE OF LIMITED PARTNERSHIP

OF

MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

     The undersigned represents that this Certificate of Limited Partnership has been executed pursuant to Section 2.01 of the Texas Revised Uniform Limited Partnership Act (the “Act”) to form Mexia Principal Healthcare Limited Partnership (the “Partnership”) as a limited partnership pursuant to the Act by filing this Certificate of Limited Partnership. This Certificate of Limited Partnership provides as follows:

     1. The name of the limited partnership is Mexia Principal Healthcare Limited Partnership.

     2. The address of the principal office of the Partnership is 109 Westpark Drive, Suite 180, Brentwood, Tennessee 37027.

     3. The name of the registered agent of the Partnership is CT Corporation System, and the address of the registered office of the Partnership is 350 North St. Paul Street, Dallas, Texas 75201.

     4. The name, the mailing address and the street address of the business or residence of each general partner of the Partnership is as follows:

Mexia-Principal, Inc.
109 Westpark Drive, Suite 180
Brentwood, Tennessee 37027

     Executed in Nashville, Tennessee on MAY 21, 1997.

Mexia-Principal, Inc.
By:	[ILLEGIBLE]
	Its: Exec VP and CFO

	Office of the Secretary of State	Filed in the Office of the
	Corporations Section	Secretary of State of Texas
	P.O. Box 13697	Filing #: 9840610 04/19/2010
	Austin, Texas 78711-3697	Document #: 304508730649
	(Form 408)	Image Generated Electronically

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is
	MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP
	The entity’s filing number is 9840610
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)
	350 N. St. Paul St., Dallas, TX 75201
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	350 N. St. Paul St., Ste. 2900. Dallas. TX 75201-4234
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 04/19/2010

CT Corporation System

     Name of Registered Agent

Kenneth Uva, Vice President

     Signature of Registered Agent

FILING OFFICE COPY

Office of the	Corporations Section
Secretary of State	P.O. Box 13697
	Austin, Texas 78711-3697

FILED
In the Office of the
Secretary of State of Texas

JUL 28 1998

Corporations Section

ASSUMED NAME CERTIFICATE

1.	The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Mexia Principal Healthcare Limited Partnership
2.	The assumed name under which the business or professional service is or is to be conducted or rendered is PARKVIEW REGIONAL HOSPITAL
3.	The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas, and the address of its registered or similar office in that jurisdiction is 4000 south Loop 256 Palestine/ Texas 75802
4.	The period, not to exceed 10 years, during which the assumed name will be used is 10 years
5.	The entity is a (circle one):

Business Corporation
Non-profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership

	If the entity is some other type of incorporated business, professional or other association, please specify below:
6.	If the entity is required to maintain a registered office in Texas, the address of the registered office is 1212 Guadalupe Austin TX 78701 and the name of its registered agent at such address is National Registered Agents, Inc. The address of the principal office (if not the same as the registered office) is 105 Westwood Place, Suite 400, Brentwood, TN 37027

7.	If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is                      and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is                      and the office address elsewhere is
8.	The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”): Limestone County

/s/ Howard T. Well  

Signature of officer, general partner, manager, 

representative or attorney-in-fact of the entity 

State of TENNESSEE

County of DAVIDSON

Before me, the undersigned authority, on this day personally appeared Howard Well known to me to be the person who signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed.

Given under my hand and seal of office on this 23^rd day of July 1998

(Notary Seal)

[ILLEGIBLE]  

Notary Public 

My commission expires 1/26/02 

Form No. 503
Revised 6/96

The Office of the Secretary of State does not discriminate on the basis of race, color, natural origin, sex, religion, age or disability in employment or the provision of services

Office of the		FILED
Secretary of State Corporations Section		In the Office of the Secretary of State of Texas
P.O Box 13697 Austin, Texas 78711-3697		NOV 20 1998
		Corporations Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List The entity’s file number is See Attached List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.) 1212 Guadalupe, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)800 Brazos, Austin, TX 78701
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Executed on: November 6, 1998

National Registered Agents, Inc.

Name of registered agent

Signature or registered agent

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION OR A LIMITED LIABILITY COMPANY.

State of Texas	§
County of	§

This instrument was acknowledged before me on		by
	(date)
(name of person acknowledging)

(Notary Seal)

Signature of Notary

Notary Public, State of Texas
 

	Office of the Secretary of State	FILED
	Corporations Section	In the Office of the
	P.O. Box 13697	Secretary of State of Taxas
	Austin, Texas 78711-3697	SEP 28 2000
		Corporations Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List of Limited Partnerships The entity’s file number is See List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.) 800 Brazos Street, Suite 1100, Austiin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) 905 Congress Avenue, Austin, TX 78701
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: September 27, 2000

National Registered Agents, Inc.

Name of registered agent

/s/ Dennis E. Howarth

Signature of registered agent

Dennis E. Howarth, President
 

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of New Jersey	§
County of Mercer	§

This instrument was acknowledged before me on September 27, 2000	by
	(date)

Dennis E. Howarth
	(name of person acknowledging)
(Notary Seal)

/s/ Zulma M. Howarth

Signature of Notary

Notary Public, State of Texas
 

ZULMA MUNIZ HOWARTH

NOTARY PUBLIC, NEW JERSEY

TERM EXPIRES MARCH 1, 2003

Domestic and Foreign Limited Partnerships
Registered Agent: National Registered Agents, Inc.
Dated: 9/27/00

TYPE	ENTITY NAME	File#		Sequence #
10	ADVANCED ENERGY INDUSTRIES TEXAS, L.P.		128581		1775984
10	ANC-ROUND ROCK ASSETS I, LP		127443		1750475
10	ANC-ROUND ROCK ASSETS II, LP		127444		1761922
10	AO FAMILY LIMITED PARTNERSHIP		132628		1657409
10	BRIGHT-MEYERS LUBBOCK ASSOCIATES, L.P		81101		1701467
10	BRIGHT-MEYERS WACO ASSOCIATES, L.P.		88526		1637767
10	CALPINE HIDALGO ENERGY CENTER, L.P		109006		1581619
10	CALPINE/GENTEX LOST PINES OPERATIONS, L.P		124120		1719586
10	CENTRAL EXPRESSWAY COMMERCIAL CENTER #1, LTD.		25284		1731041
10	CHANCELLOR CREEK-MCKINNEY, L.P		120146		1749639
10	CLEAR LAKE COGENERATION LIMITED PARTNERSHIP		52262		1711761
10	CPN TEXAS CENTRAL FUELS, LP		112793		1601681
10	DALLAS DENITECH LIMITED		120483		1599689
10	DFW DENITECH LIMITED		120451		1634031
10	F & E AIRCRAFT MAINTENANCE (DALLAS, TEXAS), LIMITED PARTNERSHIP		133763		1718002
10	HARRIS-ALLEN, LP		111016		1658598
10	JOHN MCSTAY INVESTMENT COUNSEL		34490		1776125
10	MAJESTIC FORT WORTH PARTNERS, LP		131124		1599950
10	MAJESTIC LAREDO PARTNERS, LP		119570		1667132
10	MATUSCHKA SERVICES (TEXAS), LTD		37716		1624876
10	MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP		98406		1665543
10	MILANO APARTMENTS, LP		96451		1767038
10	MILLER & STRAUSS, LTD		137623		1716984
10	MRM REAL ESTATE ASSOCIATES LP		112727		1718487
10	NEWLAND COMMUNITIES TEXAS, LP		128704		1574054
10	NHI-REIT OF TEXAS, LP		100639		1629636
10	NNP-GRAYSON LAKES, LP		132428		1670331
10	NNP-SEVEN MEADOWS, LP		137627		1660389
10	NNP-TERAVISTA, LP		104643		1760928
10	NNP-TV COMMUNITIES, LP		127445		1631238
10	PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP		90285		1730403
10	PERFORMANCE FOOD GROUP OF TEXAS, LP		94311		1732494

Form 503 (Revised 09/09)		This space reserved for office use.
Return in duplicate to:		FIELD
Secretary of State		In the Office of the
P.O. Box 13697		Secretary of State of Texas
Austin, TX 78711-3697		Oct 13 2010
512 463-5555	Assumed Name Certificate	Corporations Section
FAX: 512 463-5709
Filing Fee: $25

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or
rendered is: Parkview Regional Medical Clinic

Entity Information

2. The legal name of the entity filing the assumed name is:

Mexia Principal Healthcare Limited Partnership

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Limited Liability Company
o Nonprofit Corporation	þ Limited Partnership
o Professional Corporation	o Limited Liability Partnership
o Professional Association	o Cooperative Association
o Other

Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is:                    

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The registered office or similar office address of the entity in its jurisdiction of formation is:

350 N. St. Paul Street
Street Address

Dallas	TX	USA		75201
City	State	Country	Zip or Postal Code

7. The entity’s principal office address in Texas is: (See instructions.)

350 N. St. Paul Street	Dallas	TX		75201
Street Address	City		Zip or Postal Code

8. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:

Street Address City State Zip or Postal Code

               RECEIVED

               OCT 13 2010

               Secretary of State

4

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is ______ years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o 9c. The assumed name will be used until _________________________(not to exceed 10 years).

mm/dd/yyyy                                         

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: 9.29.10

/s/ Mary Kim E. Shipp

Mary Kim E. Shipp, Secretary
Signature of a person authorized by law to sign on
behalf of the identified entity (see instructions)
 

5

Form 503	Assumed Name Certificate	This space reserved for office use.
(Revised 09/09)
Return in duplicate to:		FILED
Secretary of State		In the Office of the
P.O. Box 13697		Secretary of State of Texas
Austin, TX 78711-3697		OCT 13 2011
512 463-5555		Corporations Section
FAX: 512 463-5709
Filing Fee: $25

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Parkview Regional Hospital

Entity Information

2. The legal name of the entity filing the assumed name is:

Mexia Principal Healthcare Limited Partnership
State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Limited Liability Company
o Nonprofit Corporation	þ Limited Partnership
o Professional Corporation	o Limited Liability Partnership
o Professional Association	o Cooperative Association
o Other

Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is: 98406-10

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The registered office or similar office address of the entity in its jurisdiction of formation is:

350 N. St. Paul Street Street Address

Dallas	TX	USA	75201
City	State	Country	Zip or Postal Code

7. The entity’s principal office address in Texas is: (See instructions.)

350 N. St. Paul Street	Dallas	TX	75201
Street Address	City		Zip or Postal Code

8. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:

Street Address City State Zip or Postal Code

RECEIVED

OCT 13 2010

Secretary of State

4

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is ______ years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o 9c. The assumed name will be used until ____________________ (not to exceed 10 years).

mm/dd/yyyy

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:  

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: 9.29.10

/s/ Mary Kim E Shipp  

Mary Kim E Shipp, Secretory 

Signature of a person authorized by law to sign on behalf of the identified entity (see instructions)

5

		FILED
		In the Office of the
		Secretary of State of Texas
	Office of the Secretary of State
	Corporations Section	OCT 29 2001
	P.O. Box 13697
	Austin, Texas 78711-3697	Corporations Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List
	The entity’s file number is See Attached List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.)
	905 Congress Avenue, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	1614 Sidney Baker Street, Kerrville, TX 78028
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 10/19/01

National Registered Agents, Inc.
Name of registered agent
 

/s/ Dennis E. Howarth  

Signature of registered agent 

Dennis E. Howarth, President 

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, THE STATEMENT MUST BE NOTARIZED. NOTARIZATION OF THE STATEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas	§
County of _____________________	§

Subscribed and sworn to before me on		by
	(date)
(name of person sworn)

     (Notary Seal)

Signature of Notary 

Notary Public, State of Texas 

LIMITED PARTNERSHIP	PAWTUCKET FASTENERS L.P.	Rl
LIMITED PARTNERSHIP	BRIGHT-MEYERS LUBBOCK ASSOCIATES L.P.	TN
LIMITED PARTNERSHIP	BRIGHT-MEYERS WACO ASSOCIATES L.P.	TN
LIMITED PARTNERSHIP	CENTRAL AUSTIN AMBULATORY SURGERY CENTER L.P.	TN
LIMITED PARTNERSHIP	MPA ENTERPRISES L.P.	TN
LIMITED PARTNERSHIP	AO FAMILY LIMITED PARTNERSHIP	TX
LIMITED PARTNERSHIP	BAY COLONY LIMITED PARTNERSHIP	TX
LIMITED PARTNERSHIP	BEEKMAN STREET PARTNERS L.P.	TX
LIMITED PARTNERSHIP	C&B ASSOCIATES LTD.	TX
LIMITED PARTNERSHIP	CABLECHOICE-DALLAS LTD. II	TX
LIMITED PARTNERSHIP	CABLECHOICE-HOUSTON LTD. II	TX
LIMITED PARTNERSHIP	CALPINE HIDALGO ENERGY CENTER L.P.	TX
LIMITED PARTNERSHIP	CALPINE POWER EQUIPMENT L.P.	TX
LIMITED PARTNERSHIP	CALPINE/GENTEX LOST PINES OPERATIONS L.P.	TX
LIMITED PARTNERSHIP	CLEAR LAKE COGENERATION LIMITED PARTNERSHIP	TX
LIMITED PARTNERSHIP	CPN TEXAS CENTRAL FUELS L.P.	TX
LIMITED PARTNERSHIP	CREEKSTONE INVESTORS L.P.	TX
LIMITED PARTNERSHIP	CROW IRVINE #1 LIMITED PARTNERSHIP	TX
LIMITED PARTNERSHIP	DORCHESTER PROPERTIES LTD.	TX
LIMITED PARTNERSHIP	ECI-TEXAS L.P.	TX
LIMITED PARTNERSHIP	ENHANCE RECRUITMENT SERVICES L.P.	TX
LIMITED PARTNERSHIP	ENROCK L.P.	TX
LIMITED PARTNERSHIP	FREESTONE POWER GENERATION L.P.	TX
LIMITED PARTNERSHIP	HPL COMPRESSION COMPANY L.P.	TX
LIMITED PARTNERSHIP	INOVX SOLUTIONS (TEXAS) L.P.	TX
LIMITED PARTNERSHIP	MAIN PIPER L.P.	TX
LIMITED PARTNERSHIP	MATUSCHKA SERVICES (TEXAS) LTD.	TX
LIMITED PARTNERSHIP	MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHI.	TX
LIMITED PARTNERSHIP	MRM REAL ESTATE ASSOCIATES L.P.	TX
LIMITED PARTNERSHIP	MULTITECHNOLOGY SERVICES L.P.	TX
LIMITED PARTNERSHIP	NHI-TX INVESTORS L.P.	TX
LIMITED PARTNERSHIP	NHI/REIT OF TEXAS L.P.	TX
LIMITED PARTNERSHIP	NNP-GRAYSON LAKES L.P.	TX
LIMITED PARTNERSHIP	PERFORMANCE FOOD GROUP OF TEXAS L.P.	TX
LIMITED PARTNERSHIP	PERIMETER HOLDINGS L.P.	TX
LIMITED PARTNERSHIP	PRHC ENNIS L.P.	TX
LIMITED PARTNERSHIP	PT-1 PHONECARD L.P.	TX

		FILED
		In the Office of the
	Office of the Secretary of State	Secretary of State of Texas
	Corporations Section	JUL 13 2001
	P.O. Box 13697
	Austin, Texas 78711-3697	Corporations Section

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.	The name of the entity is Mexia Principal Healthcare Limited Partnership and the file number issued to the entity by the secretary of state is 0009840610
2.	The entity is: (Check one.)

o a business corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

o a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

o a limited liability company, which has authorized the changes indicated below through Its members or managers, as provided by the Texas Limited Liability Company Act.

þ a limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

o an out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3.	The registered office address as PRESENTLY shown in the records of the Texas secretary of State is 1614 Sidney Baker Street, Kerrville, Texas 78028
4.	þ A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	c/o CT Corporation System. 350 N. St. Paul Street Dallas, Texas 75201
OR	o B. The registered office address will not change.
5.	The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is National Registered Agents, Inc
6.	þ A. The name of the NEW registered agent is CT Corporation System
OR	o B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be Identical, as required by law.

By:	/s/ Mary Kim E. Shipp
	(A person authorized to sign
	on behalf of the entity)

INSTRUCTIONS

1.	It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it currently appears on the records of the secretary of state before submitting the statement for filing. You also may e-mail an inquiry to corpinfo@sos.state.tx.us. As information on out-of-state financial institutions is maintained on a separate database, a financial institution must call (512) 463-5701 to verity registered agent and registered office information. If the information on the form is inconsistent with the records of this office, the statement will be returned.
2.	You are required by law to provide a street address in item 4 unless the registered office is located in a city with a population of 5,000 or less. The purpose of this requirement is to provide the public with notice of a physical location at which process may be served on the registered agent. A statement submitted with a post office box address or a lock box address will not be filed.
3.	An authorized officer of the corporation or financial institution must sign the statement. In the case of a limited liability company, an authorized member or manager of a limited liability company must sign the statement. A general partner must sign the statement on behalf of a limited partnership. A person commits an offense under the Texas Business Corporation Act, the Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
4.	Please attach the appropriate fee:

Business Corporation	$	15.00
Financial Institution, other than Credit Unions	$	15.00
Financial Institution that is a Credit Union	$	5.00
Non-Profit Corporation	$	5.00
Limited Liability Company	$	10.00
Limited Partnership	$	50.00

Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of the filing fee. Checks or money orders must be payable through a U.S. bank or other financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.

5.

Two copies of the form along with the filing fee should be mailed to the address shown in the heading of this form. The delivery address is: Secretary of State, Statutory Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and return a file stamped copy, If a duplicate copy is provided for such purpose. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

Form No. 401
Revised 9/99

EX-3.220

Exhibit 3.220

AMENDMENT NO.1 TO
LIMITED PARTNERSHIP AGREEMENT
OF
MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

          Amendment No. 1 to Limited Partnership Agreement of Mexia Principal Healthcare Limited Partnership, effective as of April 15, 2005 (this “Amendment”).

          WHEREAS, Mexia-Principal, Inc., as the General Partner (the “General Partner”), and Principal Hospital Company of Nevada, Inc., as the Limited Partner (the “Limited Partner”) are parties to that certain Limited Partnership Agreement, dated as of May 21, 1997 (the “LP Agreement”); and

          WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the LP Agreement as more fully described herein.

          NOW, THEREFORE, the LP Agreement is hereby amended as follows:

          1. The LP Agreement shall be amended by adding new Section 16.16 thereto, which shall read as follows:

     “Certificates of Partnership Interests. All Partnership interests in the Partnership shall be represented by certificate(s) issued by the Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Texas Uniform Commercial Code and shall be governed by Article 8 of the Texas Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas.

          3. Except as amended hereby, the LP Agreement shall remain in full force and effect.

          4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

MEXIA-PRINCIPAL, INC., as General Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:    Executive Vice President and Secretary
PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC., as Limited Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President and Secretary

Signature Page to Amendment No. 1 to LP Agreement of
Mexia Principal Healthcare Limited Partnership

THE LIMITED PARTNERSHIP INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OF THE TEXAS SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS. EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED IN THIS AGREEMENT, THE INTERESTS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL THAT SUCH TRANSFER MAY BE LEGALLY EFFECTED WITHOUT SUCH REGISTRATION. ADDITIONAL RESTRICTIONS ON TRANSFER AND SALE ARE SET FORTH IN THIS AGREEMENT.

LIMITED PARTNERSHIP AGREEMENT

OF

MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

(a Texas limited partnership)

TABLE OF CONTENTS

	Page
1. DEFINITIONS		1
2. FORMATION OF PARTNERSHIP		3
2.1 Formation		3
2.2 Name		3
2.3 Principal Office		3
2.4 Term		4
2.5 Registered Agent and Office		4
3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP		4
3.1 Purposes		4
3.2 Powers		4
4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS		4
4.1 Capital Contributions		4
4.2 Additional Capital Contributions		5
4.3 Capital Accounts		5
4.4 Additional Provisions Regarding Capital Accounts		7
4.5 Loans		8
5. ALLOCATIONS		8
5.1 Allocations of Income and Losses		8
6. DISTRIBUTIONS		8
6.1 Distribution of Excess Cash		8
7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR		9
7.1 Bank Accounts; Investments		9
7.2 Books and Records		9
7.3 Determination of Profit and Loss; Financial Statements		9
7.4 Tax Returns and Information		9
7.5 Tax Audits		10
7.6 Fiscal Year		10
8. MANAGEMENT OF THE PARTNERSHIP		10
8.1 General Partner		10
8.2 Chief Executive Officer		10
8.3 Appointment of Officers of the Partnership		10
8.4 Governing Board		10
8.5 Quality Assurance Program		10
8.6 Legal Compliance Program		11

i

	Page
8.7 Advisory Boards		11
8.8 Indemnification of General Partner, Governors and Officers		11
9. RIGHTS AND STATUS OF LIMITED PARTNERS		11
9.1 General		11
9.2 Limitation of Liability		12
9.3 Bankruptcy; Death; etc.		12
10. MEETINGS AND MEANS OF VOTING		12
10.1 Meetings of the Partners		12
10.2 Vote By Proxy		13
10.3 Conduct of Meeting		13
10.4 Action Without a Meeting		13
10.5 Closing of Transfer Record; Record Date		13
11. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS		13
11.1 Transfer by General Partner		13
11.2 Transfers by Limited Partners		13
11.3 Substituted Limited Partner		14
11.4 Basis Adjustment		15
11.5 Admission of Additional Limited Partners		15
11.6 Transfer Procedures		15
11.7 Invalid Transfer		15
11.8 Distributions and Allocations in Respect of a Transferred Ownership Interest		15
11.9 Additional Requirements of Sales; Requirements for Repurchase		16
11.10 Amendment to Exhibit A		16
12. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS		16
12.1 General Partner’s Right of First Refusal		16
13. DISSOLUTION		17
13.1 Causes		17
13.2 Reconstitution		17
13.3 Interim General Partner		17
14. WINDING UP AND TERMINATION		18
14.1 General		18
14.2 Court Appointment of Liquidator		18
14.3 Liquidation		19
14.4 Creation of Reserves		19
14.5 Final Statement		19
15. POWER OF ATTORNEY		20
15.1 General Partner as Attorney-in-Fact		20
15.2 Nature of Special Power		20

ii

	Page
16. MISCELLANEOUS		20
16.1 Notices		20
16.2 Governing Law		21
16.3 Attorneys’ Fees		21
16.4 Successors and Assigns		21
16.5 Construction		21
16.6 Time		21
16.7 Waiver of Partition		21
16.8 Entire Agreement		21
16.9 Amendments		21
16.10 Severability		22
16.11 Gender and Number		22
16.12 Exhibits		22
16.13 Additional Documents		23
16.14 Section Headings		23
16.15 Counterparts		23

iii

LIMITED PARTNERSHIP AGREEMENT

OF

MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

(a Texas limited partnership)

     THIS LIMITED PARTNERSHIP AGREEMENT (“Agreement”) is entered into and shall be effective as of May 21, 1997, by and among Mexia-Principal, Inc. (“Mexia-Principal”), a Texas corporation, as general partner, and Principal Hospital Company of Nevada, Inc. (“PHC-Nevada”), a Nevada corporation, as the limited partner.

W I T N E S E T H:

     WHEREAS, Brim Hospitals, Inc. (“Brim”) leases and operates Parkview Regional Hospital, an acute care hospital located at 312 East Glendale Street, Mexia, Texas (the “Facility”) pursuant to that certain Lease Agreement dated April 24, 1996, as amended by that certain First Amendment to Lease Agreement dated May 16, 1996 and by that certain Second Amendment to Lease Agreement dated December 12, 1996 (as amended, the “Lease”); and

     WHEREAS, Brim, Mexia-Principal and PHC-Nevada are all direct or indirect wholly-owned subsidiaries of Principal Hospital Company, an Oregon corporation (“PHC”); and

     WHEREAS, the Partnership is being formed the purposes of leasing and operating the Facility; and

     WHEREAS, as of July 1, 1997, Brim will contribute all its right, title and interest in and to the Lease and all of the assets used or useful in the operations of the Facility to PHC-Nevada, which will in turn contribute all its right, title and interest in and to the Lease and all of the assets used or useful in the operations of the Facility to the capital of the Partnership pursuant to Asset Contribution and Lease Assignment Agreements; and

     NOW, THEREFORE, Mexia-Principal and PHC-Nevada agree as follows:

1. DEFINITIONS

     As used herein the following terms have the following meanings:

     1.1 “Act” means the Texas Revised Uniform Limited Partnership Act, as amended from time to time.

     1.2 “Additional Limited Partner” means a Person who is admitted into the Partnership as a Limited Partner pursuant to the terms of Section 11.5 hereof.

1

     1.3 “Affiliate” means, with respect to any Partner, (i) any Person that directly or indirectly controls, is controlled by, or is under common control with, a Partner, (ii) any entity of which a Partner owns ten percent (10%) or more of the outstanding voting securities, (iii) any entity of which a Partner is an officer, director, or general partner, or (iv) any child, grandchild (whether through marriage, adoption or otherwise), sibling (whether through adoption or otherwise), parent or spouse of a Partner. As used in this definition of “Affiliate,” the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract or otherwise.

     1.4 “Agreement” means this Limited Partnership Agreement of Mexia Principal Healthcare Limited Partnership, as amended from time to time pursuant to Section 16.9 hereof.

     1.5 “Approval of the Partners” or “Approved by the Partners” means the approval of those Limited Partners who, together with the General Partner, have collective ownership interests of at least sixty-seven percent (67% ) of the aggregate Sharing Percentage of all Partners at the time the proposed Partnership action is being considered for approval.

     1.6 “Bankruptcy” means, as to any Partner, the Partner’s taking or acquiescing to the taking of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file, within thirty (30) days after its entry, a petition, answer or motion to vacate or to discharge any order, judgment or decree providing for any relief under any such law.

     1.7 “Capital Account” shall have the meaning set forth in Section 4.3 below.

     1.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time. All references herein to sections of the Code shall include any provision or corresponding provisions of succeeding law.

     1.9 “Facility” means collectively Parkview Regional Hospital with any other hospitals and related businesses and facilities subsequently acquired by the Partnership, but excluding any hospital or related business or facility that is no longer owned by the Partnership.

     1.10 “General Partner” means Mexia-Principal, Inc.

     1.11 “Limited Partners” mean Principal Hospital Company of Nevada, Inc., and any Substituted Limited Partner or Additional Limited Partner, but excluding any Person who ceases to be a limited partner of the Partnership pursuant to this Agreement. “Limited Partner” means anyone of the Limited Partners.

     1.12 “Liquidator” means the Person who liquidates the Partnership under Article      hereof.

2

     1.13 “Mexia-Principal” means Mexia-Principal, Inc., a Texas corporation.

     1.14 “Partners” means the General Partner and the Limited Partners, collectively. “Partner” means anyone of the Partners.

     1. 15 “Partnership” means the limited partnership formed under this Agreement.

     1.16 “Person” means any individual, partnership, corporation, limited liability company, trust or other entity.

     1.17 “PHC” means Principal Hospital Company, an Oregon corporation.

     1.18 “PHC-Nevada” means Principal Hospital Company of Nevada, Inc., a Nevada corporation.

     1.19 “Sharing Percentage” means, as to a Partner, the percentage obtained by dividing the Units of such Partner by an amount equal to the total Units of all Partners. The Partners hereby agree that their Sharing Percentages shall constitute their interests in the Partnership profits for purposes of determining their respective shares of the Partnership’s “excess nonrecourse liabilities” (within the meaning of section 1.752-3(a)(3) of the Regulations).

     1.20 “Substituted Limited Partner” means any Person admitted to the Partnership pursuant to Section 11.3.

     1.21 “Treasury Regulations” or “Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations or the Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute proposed, temporary or final regulations.

     1.22 “Units” means all or a certain percentage of the issued and outstanding ownership interests of the Partnership held by the Partners. “Units” means anyone of the Units.

     2. FORMATION OF PARTNERSHIP

     2.1 Formation. Mexia-Principal and PHC-Nevada formed the Partnership pursuant to the Act, and caused the Certificate of Limited Partnership to be filed in the office of the Texas Secretary of State on May 21, 1997, and have complied with all other legal requirements to form and operate the Partnership. Except as stated in this Agreement, the Act shall govern the rights and liabilities of the Partners.

     2.2 Name. The name of the Partnership is “Mexia Principal Healthcare Limited Partnership” and the business of the Partnership shall be conducted under that name or such other name or names as may be determined by the General Partner from time to time.

3

     2.3 Principal Office. The principal office of the Partnership shall be located at 109 Westpark Drive, Suite 180, Brentwood, Tennessee 37027 or at such other place or places as the General Partner may from time to time determine.

     2.4 Term. The Partnership began on the date the Certificate of Limited Partnership was filed with the Texas Secretary of State as provided in Section 2.1 hereof, and shall continue until the date on which the Partnership is dissolved pursuant to Article 13 and thereafter, to the extent provided for by applicable law, until wound up and terminated pursuant to Article 14 hereof.

     2.5 Registered Agent and Office. The registered agent of the Partnership shall be CT Corporation System, and the registered office of the Partnership shall be located at 350 North St. Paul Street, Dallas, Texas 75201. The registered office or the registered agent, or both, may be changed by the Managing General Partner, upon recommendation of the Manager, from time to time upon filing the statement required by the Act. The Partnership shall maintain at its registered office such records as may be specified by the Act.

3. PURPOSES AND POWERS OF THE PARTNERSHIP; NATURE OF THE BUSINESS OF THE PARTNERSHIP

     3.1 Purposes. The purposes of the Partnership are (i) to provide health care services in the Mexia, Texas area; (ii) to lease, manage and operate the Facilities and the lease or own, manage and operate other health care related services and businesses; (iii) to acquire (through asset acquisition, stock acquisition, lease or otherwise) and develop other property, both real and personal, in connection with providing health care related services, including without limitation, general acute care hospitals, specialty care hospitals, nursing homes, clinics, home health care agencies, health maintenance organizations, psychiatric facilities and other health care providers; (iv) to enter into, from time to time, such financial arrangements as the General Partner may determine to be necessary, appropriate or advisable (including, without limitation, borrowing money and issuing evidences of indebtedness and securing the same by mortgage, deed of trust, security interest or other encumbrance upon one or more or all of the Partnership assets); (v) to sell, assign, lease, exchange or otherwise dispose of, or refinance or additionally finance, one or more or all of the Partnership assets; (vi) to raise additional capital by issuance of additional limited partnership interests in the Partnership as provided in Article 11; and (vii) generally to engage in such other business and activities and to do any and all other acts and things that the General Partner deems necessary, appropriate or advisable from time to time in furtherance of the purposes of the Partnership as set forth in this Section 3.1.

     3.2 Powers. Subject to the limitations contained in this Agreement and in the Act, the Partnership purposes may be accomplished by the General Partner taking any action permitted under this Agreement that is customary or reasonably related to, and not inconsistent With, accomplishing such purposes.

4. CAPITAL CONTRIBUTIONS, LOANS, CAPITAL ACCOUNTS

     4.1 Capital Contributions. Each Partner has contributed, or caused Brim Hospitals, Inc. to contribute on its behalf, its Capital Contribution to the capital of the Partnership.

4

     4.2 Additional Capital Contributions. If Additional Capital Contributions (herein so called) are required for any expenditure of the Partnership, the General Partner shall have the right to request the Partners to make Additional Capital Contributions (pro rata in accordance with each Partner’s Sharing Percentage) to the Partnership in excess of their initial Capital Contributions. If the Managing General Partner makes such a request, no Partner shall be required to make such Additional Capital Contribution, provided that if any Partner elects not to make the Additional Capital Contribution (a “Noncontributing Partner”), the other Partners (the “Contributing Partners”) shall have the right to contribute to the Partnership the amount of cash that the Noncontributing Partner or Partners failed to contribute. The Partners shall have thirty (30) days from the General Partner’s request in which to elect to make or not make such Additional Capital Contributions. Effective as of the end of such thirty (30) day period, the Partners’ Sharing Percentages shall be adjusted, as follows: Each Partner’s Sharing Percentage thereafter shall be equal to a fraction (converted to a percentage), the numerator of which is equal to such Partner’s “Base Amount” and the denominator of which is equal to the sum of the Base Amounts of all the Partners. For purposes hereof, each Partner’s Base Amount shall be equal to the sum of (1) the amount of cash contributed to the Partnership by such Partner in respect of the current call for capital (including amounts contributed on behalf of any Noncontributing Partner or Partners), plus (2) the product of (x) the Partner’s Sharing Percentage (as in effect immediately before the capital call in question) multiplied by (y) the “Value of the Partnership” of the date of such capital call. For purposes of this Section 4.2, the “Value of the Partnership” shall mean the product of the Partnership’s “EBITDAR” (hereinafter defined) for the most recently completed fiscal year multiplied by five (5), less any Partnership long term debt (including any capitalized leases and the current portion of long term debt), all as determined in accordance with generally accepted accounting principles using the accrual method of accounting applied on a basis consistent with the preceding period (using the Partnership’s current accounting policies). Any questions with respect to accounting procedures or valuation not controlled by this Agreement shall be resolved by the independent accountants employed by the General Partner on behalf of the Partnership. “EBITDAR” shall mean the earnings for the Partnership before deductions for interest, taxes, depreciation, amortization and rental payments, but shall exclude nonrecurring and extraordinary items. The number of Units held by each Partner shall be adjusted automatically to reflect any change in the Partners’ Sharing Percentages under this section.

     4.3 Capital Accounts. A Capital Account (herein so called) shall be established and maintained for each Partner for the full term of this Agreement in accordance with the capital accounting rules of section 1.704(b)(2)(iv) of the Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of Units or other interests in the Partnership owned by such Partner and regardless of the time or manner in which such Units or other interests were acquired by such Partner. Pursuant to the basic capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations, the balance of each Partner’s Capital Account shall be:

     (a) Increased by the amount of money contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 and decreased by the amount of money distributed to such Partner (or such Partner’s predecessor in interest) pursuant to Article 6 hereof;

5

     (b) Increased by the fair market value of each property (determined without regard to section 7701(g) of the Code) contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to this Article 4 (net of all liabilities secured by such property that the Partnership is considered to assume or take subject to under section 752 of the Code) and decreased by the fair market value of each property (determined without regard to section 7701(g) of the Code) distributed to such Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article 6 or 16 hereof (net of all liabilities secured by such property that such Partner is considered to assume or take subject to under section 752 of the Code);

     (c) Increased by the amount of each item of Partnership profit allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit B hereto;

     (d) Decreased by the amount of each item of Partnership loss allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 3.1 on Exhibit B hereto; and

     (e) Otherwise adjusted as follows:

     (i) Effective immediately prior to any “Revaluation Event” (as defined in Exhibit B hereto), the balances of all Partners’ Capital Accounts shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the “Unrealized Book Gain Or Loss” (as defined in Exhibit B hereto) then existing with respect to each Partnership property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property immediately prior to such Revaluation Event for its fair market value (as determined by the Manager taking section 7701(g) of the Code into account);

     (ii) With respect to items of Partnership profit and loss, the balances of all the Partners’ Capital Accounts shall be adjusted solely for allocations of such items, as computed for book purposes, under Section 3.1 of Exhibit B hereto and shall not be adjusted for allocations of correlative Tax Items under Section 3.2 of Exhibit B hereto;

     (iii) Immediately before giving effect under Section 4.3(b) hereof to any adjustment attributable to the distribution of property to a Partner, the balances of all the Partners’ Capital Accounts first shall be adjusted to reflect the manner in which items of profit or loss, as computed for book purposes, equal to the Unrealized Book Gain Or Loss existing with respect to the distributed property (to the extent not previously reflected in the Partners’ Capital Accounts) would be allocated among the Partners pursuant to Section 3.1 of Exhibit B hereto if there were a taxable disposition of such property, on the date of such distribution, by the Partnership for its fair market value at the time of such distribution (as agreed to in writing by the Partners taking section 7701(g) of the Code into

6

account (i.e., such value shall not be agreed to be less than the amount of Nonrecourse Liabilities to which such property is subject)); and

     (iv) Upon the transfer of all or part of any Unit or other interest in the Partnership, the Capital Account of the transferor Partner, to the extent attributable to the transferred interest, shall carry over to the transferee Partner; provided, however, if the transfer causes the termination of the Partnership for federal income tax purposes under section 708(b)(1)(B) of the Code, the Capital Account that carries over to the transferee Partner shall be subject to adjustment in accordance with Section 4.3(e)(iv) hereof in connection with the resulting constructive liquidation of the Partnership for federal income tax purpose.

4.4 Additional Provisions Regarding Capital Accounts.

     (a) If a Partner pays any Partnership indebtedness, such payment shall be treated as a cash contribution by that Partner to the capital of the Partnership, and the Capital Account of such Partner shall be increased by the amount so paid by such Partner.

     (b) Except as otherwise provided herein, no Partner may contribute capital to, or withdraw capital from, the Partnership. To the extent any monies which any Partner is entitled to receive pursuant to the Agreement would constitute a return of capital, each of the Partners consents to the withdrawal of such capital.

     (c) A loan by a Partner to the Partnership shall not be considered a contribution of money to the capital of the Partnership, and the balance of such Partner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Partner with respect to advances or other payments made by such Partner on behalf of the Partnership or payments of fees to a Partner which are made by the Partnership shall be considered a return of capital or in any manner affect the balance of such Partner’s Capital Account. No Partner shall make a loan to the Partnership unless such loan is authorized pursuant to the provisions of this Agreement.

     (d) No Partner with a deficit balance in its Capital Account shall have any obligation to the Partnership or any other Partner to restore said deficit balance. In addition, no venturer or partner in any Partner shall have any liability to the Partnership or any other Partner for any deficit balance in such venturer’s or partner’s capital account in the Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Partner (or a capital account of a partner or venturer in a Partner) shall not be deemed to be a liability of such Partner (or of such venturer or partner in such Partner) or a Partnership asset or property. The provisions of this Section 4.4(d) shall not affect any Partner’s obligation to make capital contributions to the Partnership that are required to be made by such Partner pursuant to this Agreement.

     (e) Except as otherwise provided herein, no interest shall be paid on any capital contributed to the Partnership or the balance in any Partner’s Capital Account.

7

     (f) All of the provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with section 1.704-1(b) of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the Managing General Partner, upon the recommendation of the Manager, determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Partnership or any of the Partners) are computed in order to comply with the Regulations, the Managing General Partner may make such modifications, provided that such modifications are not likely to have a material effect on the amounts distributable to any Partner from the Partnership. The Managing General Partner, upon recommendation of the Manager, shall also make appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with section 1.704-1(b) of the Regulations.

     4.5 Loans. Any Partner may lend money to the Partnership. If any Partner makes any loan or loans to the Partnership, the amount of any such loan shall not be treated as a contribution to the capital of the Partnership but shall be a debt due from the Partnership. Any Partner’s loan to the Partnership shall be repayable out of the Partnership’s cash and shall bear interest at prevailing market rates. None of the Partners nor any of their Affiliates shall be obligated to loan money to the Partnership.

5. ALLOCATIONS

     5.1 Allocations of Income and Losses. All items of income or loss of the Partnership shall be allocated to the Partners in accordance with the provisions of Exhibit B attached hereto, which is hereby incorporated by reference for all purposes of this Agreement.

6. DISTRIBUTIONS

     6.1 Distribution of Excess Cash. Except as may be otherwise provided in Section 14.3, or as may otherwise be prohibited or required by applicable law, the Manager may determine in its reasonable judgment to what extent (if any) the Partnership’s cash on hand exceeds its current and anticipated needs, including, without limitation, for operating expenses, debt service, authorized acquisitions, capital expenditures, and a reasonable contingency reserve as determined by the General Partner. If such an excess exists, the General Partner may cause the Partnership to distribute such excess to the Partners pro rata in accordance with their respective Sharing Percentages on a quarterly basis. Notwithstanding the foregoing, the General Partner shall distribute to the Partners an amount sufficient to cover federal, state and local income and other taxes payable by the them as a result of their participation in the Partnership relating to Partnership’s activities, and shall distribute to the other Partners a prorata amount in proportion to their respective Sharing Percentages.

8

7. BANK ACCOUNTS, BOOKS OF ACCOUNT, TAX COMPLIANCE AND FISCAL YEAR

     7.1 Bank Accounts: Investments. The General Partner shall (i) establish one or more bank accounts into which Partnership funds may be deposited or (ii) deposit funds in a central account established in the name of PHC or an Affiliate, provided that detailed separate entries are made on the books and records of the Partner and on the books and records of PHC or such Affiliate of PHC with respect to amounts received from the Partnership and deposited in such central account for the account of the Partnership and provided further that withdrawals from such central account shall be made only for the purpose of disbursing funds to the Partnership, paying Partnership costs, expenses, or liabilities, or making distributions to the Partners under this Agreement. The funds of the Partnership deposited in such central account may be invested in such securities and investments as the General Partner, PHC or any Affiliate of PHC may select until such funds are withdrawn for Partnership purposes in accordance with this Section 7.1.

     7.2 Books and Records. The General Partner shall keep books of account and records relative to the Partnership’s business. The books shall be prepared in accordance with generally accepted accounting principles using the accrual method of accounting. The accrual method of accounting shall also be used by the Partnership for income tax purposes. The Partnership’s books and records shall at all times be maintained at the principal business office of the Partnership or its accountants (and to the extent required by the Act, at the registered office of the Partnership) and shall be available for inspection by the Limited Partners or their duly authorized representatives during reasonable business hours. The books and records shall be preserved for four years after the term of the Partnership ends.

     7.3 Determination of Profit and Loss; Financial Statements. All items of Partnership income, expense, gain, loss, deduction and credit shall be determined with respect to, and allocated in accordance with, this Agreement for each Partner for each Partnership fiscal year. Within one hundred twenty (120) days after the end of each Partnership fiscal year, the General Partner shall cause to be prepared, at Partnership expense, financial statements of the Partnership for the preceding fiscal year, including, without limitation, a balance sheet, profit and loss statement, statement of cash flows and statement of the balances in the Partners’ Capital Accounts, prepared in accordance with the terms of this Agreement and generally accepted accounting principles consistently applied with prior periods. These financial statements shall be available for inspection and copying during ordinary business hours at the reasonable request of any Partner.

     7.4 Tax Returns and Information. The Partners intend for the Partnership to be treated as a partnership for tax purposes. The General Partner shall prepare or cause to be prepared all federal, state and local income and other tax returns which the Partnership is required to file and shall furnish such returns to the Limited Partners, together with a copy of each Limited Partner’s Form K-1 and any other information which any Limited Partner may reasonably request relating to such returns, within the time required by law (including any applicable extension periods available under the Code).

9

     7.5 Tax Audits. The General Partner shall be the tax matters partner of the Partnership under Section 6231(a) (7) of the Code. The General Partner shall inform the Limited Partners of all matters which may come to its attention in its capacity as tax matters partner by giving the Limited Partners notice thereof within thirty (30) days after becoming so informed. The General Partner shall not take any action contemplated by Sections 6222 through 6232 of the Code unless the General Partner has first given the Limited Partners notice of the contemplated action and received the Approval of the Partners to the contemplated action. This provision is not intended to authorize the General Partner to take any action which is left to the determination of an individual Partner under Sections 6222 through 6232 of the Code.

     7.6 Fiscal Year. The Partnership fiscal year shall be the calendar year.

8. MANAGEMENT OF THE PARTNERSHIP

     8.1 General Partner. The General Partner shall manage the day-to-day operations of the Partnership and have the duty and right to act on behalf of the Partnership pursuant to the terms of this Agreement.

     8.2 Chief Executive Officer. The General Partner shall select the Chief Executive Officer (“CEO”) of the Facility. The CEO also may be removed and replaced by the General Partner. The CEO shall be employed by the General Partner. The CEO shall be accountable to the General Partner for all day-to-day operations of the Partnership.

     8.3 Appointment of Officers of the Partnership. In addition to the CEO, which shall be appointed pursuant to Section 8.2 of this Agreement, the General Partner shall appoint such other officers of the Partnership as it shall deem appropriate. Such additional officers shall be employed by the General Partner.

     8.4 Governing Board. The General Partner shall establish a Governing Board for the Facility. The General Partner shall determine the rules with respect to the appointment of Governing Board members, vacancies, call and notice requirements for meetings, quorum and voting procedures, minutes, reporting and other similar matters. The Governing Board shall have such authority as may be required by the accreditation standards of the Joint Commission on Accreditation of Healthcare Organizations or any successor organization exercising or performing similar functions (“JCAHO”) and those required by law.

     8.5 Quality Assurance Program. The Governing Board shall have the authority and responsibility to develop programs to assure the quality of patient care rendered at the Facility In furtherance thereof, the Governing Board shall endeavor to develop and adopt, standardized (a) criteria, policies and procedures regarding appointment, reappointment, alteration of staff status, granting of clinical privileges, disciplinary action, matters relating to professional competency, and such other matters referred to the Medical Staff of the Facility by the Governing Board, (b) quality assurance, utilization review and professional peer review criteria, evaluations, policies and procedures and (c) Medical Staff bylaws.

10

     8.6 Legal Compliance Program. The Governing Board shall institute, and the General Partner shall carry out and report to the Governing Board with respect to, a legal compliance program to ensure the Partnership’s compliance with all statutes, laws, ordinances and government rules and regulations to which it is subject, including, without limitation, the Medicare and Medicaid Anti-Fraud and Abuse or Anti-Kickback Amendments to the Social Security Act (currently codified in Section 1128B(b) of the Social Security Act), the federal “anti-dumping” law, the so-called “Stark” legislation and any Texas laws corresponding in substance to the foregoing federal laws.

     8.7 Advisory Boards. The General Partner may establish one or more advisory boards, which may be comprised of residents of the communities within the service area of the Facility. The General Partner shall determine the rules with respect to the appointment of members to such advisory boards, vacancies, call and notice requirements for meetings, quorum and voting procedures, minutes, reporting and other similar matters. The scope of the activities of each such advisory board shall be determined by the General Partner in its sale discretion.

     8.8 Indemnification of General Partner, Governors and Officers. Article 11 of the Act (“Article 11”) permits the Partnership to indemnify certain Persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because such Persons are or were a general partner, limited partner, employee or agent of the Partnership. Certain of the indemnity provisions of Article 11 are discretionary and others are mandatory. THE PARTNERSHIP DOES HEREBY ELECT TO INDEMNIFY, AND DOES HEREBY AGREE TO INDEMNIFY, EACH PRESENT AND FUTURE GENERAL PARTNER, EACH PRESENT AND FUTURE LIMITED PARTNER, EACH PRESENT AND FUTURE MEMBER OF THE BOARD OF GOVERNORS OF THE PARTNERSHIP AND EACH PRESENT AND FUTURE OFFICER OF THE PARTNERSHIP TO THE FULLEST EXTENT PERMITTED OR REQUIRED BY UNDER ARTICLE 11 IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 11. The Partnership’s indemnity obligation hereunder may be specifically enforced by any Person covered thereby by resort to any court of competent jurisdiction. Further, the Partnership shall pay or reimburse the reasonable expenses of any Person covered by the Partnership’s indemnity hereunder in advance of the final disposition of any proceeding to the fullest extent permitted under Article 11 and subject to the conditions thereof. IF THE ACT OR ANY OTHER APPLICABLE TEXAS STATUTE IS HEREAFTER AMENDED TO AUTHORIZE A TEXAS LIMITED PARTNERSHIP TO FURTHER INDEMNIFY THE PERSONS COVERED BY THIS INDEMNITY, THE PARTNERSHIP SHALL, IN ADDITION TO THE INDEMNITY PROVIDED HEREIN, INDEMNIFY SUCH PERSONS TO THE FULLEST EXTENT PERMITTED OR REQUIRED UNDER SUCH AMENDED ACT OF OTHER STATUTE. Any repeal or modification of this Section or Article 11 which has the effect of limiting the indemnify hereunder shall be prospective only, and shall not adversely affect any indemnity obligation existing hereunder at the time of any such repeal or modification.

9. RIGHTS AND STATUS OF LIMITED PARTNERS

     9.1 General. The Limited Partners have the rights and the status of limited partners under the Act. Except to the extent expressly otherwise provided in this Agreement, the Limited Partners shall not take part in the management or control of the Partnership business, or sign

11

for or bind the Partnership, such powers being vested exclusively in the General Partner and the officers of the Partnership in accordance with the terms of this Agreement.

     9.2 Limitation of Liability. No Limited Partner shall have any personal liability whatever, solely by reason of its status as a Limited Partner of the Partnership, whether to the Partnership, the General Partner or any creditor of the Partnership, for the debts of the Partnership or any of its losses beyond the amount of the Limited Partner’s obligation to contribute its Capital Contribution to the Partnership.

     9.3 Bankruptcy; Death; etc. Neither the Bankruptcy, death, disability nor declaration of incompetence or incapacity of a Limited Partner shall dissolve the Partnership, but the rights of a Limited Partner to share in the Profits and Losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such an event, devolve upon the Limited Partner’s estate, legal representative or successor in interest, as the case may be, subject to this Agreement, and the Partnership shall continue as a limited partnership under the Act. The Limited Partner’s estate, representative or successor in interest shall be entitled to receive distributions and allocations with respect to such Limited Partner’s interest in the Partnership and shall be liable for all of the obligations of the Limited Partner. Furthermore, the Limited Partner’s estate, representative or successor in interest shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not be entitled to any of the rights of a general partner or limited partner under the Act or this Agreement unless such estate, representative or successor in interest is admitted to the Partnership as a Substituted Limited Partner in accordance with Section 11.3.

10. MEETINGS AND MEANS OF VOTING

     10.1 Meetings of the Partners. Meetings of the Partners may be called by the General Partner and shall be promptly called upon the written request of anyone or more Limited Partners who own in the aggregate twenty percent (20% ) or more of the aggregate Sharing Percentage in the Partnership. The notice of a meeting shall state the nature of the business to be transacted at such meeting, and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting. Notice of any meeting shall be given to all Partners not less than five (5) and not more than thirty (30) days prior to the date of the meeting. Partners may vote in person or by proxy at such meeting.

     Except as otherwise expressly provided in this Agreement or required by the express provisions of the Act (without regard to future amendment), the requisite vote of the Partners shall be the Approval of the Partners which shall control all decisions for which the vote of the Partners is required hereunder. Each Partner’s voting rights shall be the same as that Partner’s Sharing Percentage at the time of the vote. The presence of any Partner at a meeting shall constitute a waiver of notice of the meeting with respect to such Partner. The Partners may, at their election, participate in any regular or special meeting by means of conference telephone or similar communications equipment means of which all Persons participating in the meeting can hear each other. A Partner’s participation in a meeting pursuant to the preceding sentence shall constitute presence in person at such meeting for all purposes of this Agreement.

12

     10.2 Vote By Proxy. Each Limited Partner may authorize any Person to act on the Partner’s behalf by proxy on all matters in which a Limited Partner is entitled to participate, whether by waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner authorizing such proxy or such Limited Partner’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months after the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it.

     10.3 Conduct of Meeting. Each meeting of Partners shall be conducted by the CEO or other individual designated by the General Partner. The meeting shall be conducted pursuant to such rules as may be adopted by the General Partner, or in the absence thereof, by the CEO or other individual designated by the General Partner for the conduct of the meeting.

     10.4 Action Without a Meeting. Notwithstanding anything to the contrary in this Agreement, any action that may be taken at a meeting of the Partners may be taken without a meeting if a consent in writing setting forth the action so taken is Approved by the Partners, which consent may be executed in multiple counterparts. In the event any action is taken pursuant to this Section 10.4, it shall not be necessary to comply with any notice or timing requirements set forth in Sections 10.1 or 10.2. Prompt written notice of the taking of action without a meeting shall be given to the Partners who have not consented in writing to such action.

     10.5 Closing of Transfer Record; Record Date. For the purpose of determining the Partners entitled to notice of or to vote at any meeting of Partners, any reconvening thereof, or to act by consent, the General Partner may provide that the transfer record shall be closed for at least ten (10) days immediately preceding such meeting (or such shorter time as may be reasonable in light of the period of the notice) or the first solicitation of consents in writing. If the transfer record is not closed and if no record date is fixed for determining the Partners entitled to notice of or to vote at a meeting of Partners or by consent, the date on which the notice of the meeting is mailed or the first written consent is received by the General Partner shall be the record date for such determination.

11. TRANSFER OF RIGHTS AND ADDITIONAL LIMITED PARTNERS

     11.1 Transfer by General Partner. The General Partner may withdraw from the Partnership or transfer, convey, sell or assign all or any part of its interest in the Partnership to any Person without the consent of the Limited Partners.

     11.2 Transfers by Limited Partners. Except as otherwise set forth in this Article 11, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of its interest in the Partnership without the prior consent of the General Partner. The General Partner in its sale discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior consent of the General Partner, its may sell its interest in the Partnership if the following conditions are satisfied:

     (a) The sale, transfer or assignment is with respect to one (1) or more Units;

13

     (b) The sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the total interests in the Partnership’s capital and profits within the meaning of Code Section 708(b);

     (c) The Limited Partner and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner;

     (d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such securities and tax laws and other aspects of the proposed transfer as the General Partner may reasonably request;

     (e) The Limited Partner has furnished to the transferee a written statement showing the name and taxpayer identification number of the Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and

     (f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall include any and all expenses of the General Partner and/or the Partnership) in connection with such transaction.

     Any Limited Partner who thereafter sells, assigns or otherwise transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such transfer and shall furnish to the General Partner the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder.

     11.3 Substituted Limited Partner. No Person taking or acquiring, by whatever means the interest of any Limited Partner in the Partnership, except as provided in Section 11.2 hereof, shall be admitted as a Substituted Limited Partner without the consent of the General Partner (which consent may be unreasonably withheld) and unless such Person:

     (a) Elects to become a Substituted Limited Partner by delivering notice of such election to the Partnership;

     (b) Executes, acknowledges and delivers to the Partnership such other instruments as the General Partner may deem necessary or advisable to effect the admission of such Person as a Substituted Limited Partner, including, without limitation, the written acceptance and adoption by such Person of the provisions of this Agreement; and

     (c) Pays a transfer fee to the Partnership in an amount sufficient to cover all reasonable expenses connected with the admission of such Person as a Substituted Limited Partner.

14

     11.4 Basis Adjustment. Upon the transfer of all or part of an interest in the Partnership, at the request of the transferee of the interest the General Partner may, in its sole discretion, cause the Partnership to elect, pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Partnership properties as provided by Sections 734 and 743 of the Code.

     11.5 Admission of Additional Limited Partners. The General Partner may issue limited partnership interests in the Partnership to raise capital for the Partnership or for such other purposes as may be determined appropriate to the General Partner, and may admit the purchasers of such limited partnership interests to the Partnership as Additional Limited Partners, which issuance shall comply with applicable securities laws. The General Partner will not permit any Person to become an Additional Limited Partner unless such Person certifies in writing to the General Partner that the Person agrees to be bound by the terms of this Agreement. The General Partner shall do all things necessary to comply with the Act and is authorized to do all things it deems to be necessary or advisable in connection with the Partnership for admitting any Additional Limited Partner, including, but not limited to, complying with any statute, rule, regulation or guideline issued by any federal, state or other governmental agency.

     11.6 Transfer Procedures. The General Partner shall establish a transfer procedure consistent with this Article 11 to ensure that all conditions precedent to the admission of a Substituted Limited Partner or Additional Limited Partner have been complied with, and the General Partner shall execute a certificate that such covenant has been complied with and shall, upon the written request of any Limited Partner, deliver to such Limited Partner a copy thereof.

     11.7 Invalid Transfer. No transfer of an interest in the Partnership that is in violation of this Article 11 shall be valid or effective, and the Partnership shall not recognize any improper transfer for the purposes of making allocations, payments of profits, return of capital contributions or other distributions with respect to such Partnership interest, or part thereof. The Partnership may enforce the provisions of this Article 11 either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed transfers not in accordance with this Article 11.

     11.8 Distributions and Allocations in Respect of a Transferred Ownership Interest. If any Partner sells, assigns or transfers any part of his interest in the Partnership during any accounting period in compliance with the provisions of this Article 11, Partnership income, gain, deductions and losses attributable to such interest for the respective period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the applicable accounting period in accordance with Code Section 706(d), using the daily proration method. All Partnership distributions on or before the effective date of such transfer shall be made to the transferor, and all such Partnership distributions thereafter shall be made to the transferee. Solely for purposes of making Partnership tax allocations and distributions, the Partnership shall recognize a transfer on the day following the day of transfer. Neither the Partnership nor the General Partner shall incur any liability for making Partnership allocations and distributions in accordance with the provisions of this Section 11.8, whether or not the

15

General Partner or the Partnership has knowledge of any transfer of any interest in the Partnership or part thereof where the transferee is not admitted as a Substituted Limited Partner.

     11.9 Additional Requirements of Sales; Requirements for Repurchase. The General Partner shall not admit any Person as a Limited Partner; if such admission would have the effect of causing the Partnership to be re-classified for federal income tax purposes as an association (taxable as a corporation under the Code); which would violate any Medicare or other health care law, rule or regulation; or which would violate applicable exemptions from securities registration and securities disclosure provisions under federal and state securities laws.

     11.10 Amendment to Exhibit A. The General Partner shall amend Exhibit A attached to this Agreement from time to time to reflect the admission of any additional or successor General Partner, Substituted Limited Partners or Additional Limited Partners, or the termination of any Partner’s interest in the Partnership.

12. RIGHT TO LIQUIDATE OR PURCHASE PARTNERSHIP INTERESTS

     12.1 General Partner’s Right of First Refusal. Subject to the restrictions on transfer set forth in Article 11, if any Limited Partner receives or obtains an offer from a third-party to acquire in any manner all or any part of its interest in the Partnership, which offer the Limited Partner intends to accept, the Limited Partner shall promptly notify the General Partner in writing of the offer received, including the name of the offeror, the number of whole or partial Units offered to be purchased, the proposed purchase price and the other terms and conditions of the offer. The General Partner shall have the option for a period of thirty (30) days from the day it receives notice of such offer to purchase such Limited Partner’s interest in the Partnership on the same terms and conditions contained in the offer. The General Partner may exercise its option by notifying the Limited Partner proposing to sell prior to the end of such thirty (30) day period of its intent to exercise the option; otherwise the Limited Partner, in accordance with and subject to the provisions of Article 11, may convey or dispose of the part of the Partner’s interest in the Partnership that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the General Partner. If terms and conditions more favorable to the proposed purchaser than, or in any material manner different from, those offered to the General Partner should be agreed to by the Limited Partner, the General Partner shall again have the option to purchase the selling Limited Partner’s interest in the Partnership which is subject to the more favorable or different purchase terms in accordance with this Section 12.1. The General Partner may assign the rights under this Section 12.1 to the Partnership, in which event, the Limited Partner’s interest may be liquidated (rather than purchased) by the Partnership. Neither the General Partner nor the Partnership shall be liable or accountable to any Limited Partner which attempts to transfer its interest in the Partnership for any loss, damage, expense, cost, or liability resulting from any General Partner’s exercise or failure to exercise the purchase option under this Section 12.1, delay in notifying the Limited Partner of any General Partner’s intention not to exercise the purchase option, or its enforcement of the requirements of this Section 12.1 in the event that it elects not to exercise the purchase option. The General Partner’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent of the General Partner to allow any third party transferee to become a Substituted Limited Partner, such consent being controlled by the provisions of Section 11.2.

16

13. DISSOLUTION

     13.1 Causes. Each Partner expressly waives any right which he or it might otherwise have to dissolve the Partnership except as set forth in this Article 13. The Partnership shall be dissolved upon the first to occur of the following:

     (a) The Bankruptcy, dissolution or any other occurrence which would legally disqualify any General Partner from acting hereunder;

     (b) The Approval by the Partners of an instrument dissolving the Partnership;

     (c) The dissolution of the Partnership by judicial decree; or

     (d) The withdrawal of a General Partner from the Partnership; or

     (e) December 31, 2050.

     Nothing contained in this Section 13.1 is intended to grant to any Partner the right to dissolve the Partnership at will (by retirement, resignation, withdrawal or otherwise), or to exonerate any Partner from liability to the Partnership and the remaining Partners if it dissolves the Partnership at will. Any dissolution at will of the Partnership, including dissolution caused under Section 13.1(d), shall be in contravention of this Agreement for purposes of the Act. Dissolution of the Partnership under Section 13.1(c) shall not constitute a dissolution at will.

     13.2 Reconstitution. If the Partnership is dissolved as a result of an event described in Section 13.1(a) or 13.1(d), the Partnership may be reconstituted and its business continued if, within ninety (90) days after the date of dissolution, all Limited Partners affirmatively elect to reconstitute the Partnership, agree on the identity of the new general partner or partners, and execute an instrument confirming such facts. If the Partnership is reconstituted, an amendment to this Agreement shall be executed and an amended Certificate of Limited Partnership filed of record.

     13.3 Interim General Partner. If the Partnership is dissolved as a result of an event described in Section 13.1(a) or 13.1(d) and no General Partner remains, those Partners who own Units representing a majority of the aggregate Sharing Percentage of all of the Partners may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve the Partnership assets, until (a) a general partner is elected under Section 13.2, if the Partnership is reconstituted; or (b) a Liquidator is appointed under Section 14.1, if the Partnership is not reconstituted. The interim manager shall not be liable as a general partner to the Limited Partners and shall, while acting in the capacity of interim manager on behalf of the Partnership, be entitled to the same indemnification rights as are set forth in Article 8. The interim manager appointed as provided herein shall be entitled to receive such reasonable compensation for its services as may be agreed upon by such interim manager and those Partners who appointed the interim manager.

17

14. WINDING UP AND TERMINATION

     14.1 General. If the Partnership is dissolved and is not reconstituted, the General Partner (or in the event that the General Partner has withdrawn or is deemed to be in Bankruptcy a Liquidator or liquidating committee selected by those Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner)) shall commence to wind up the affairs of the Partnership and, unless a different plan is adopted by Approval of the Partners, to liquidate and sell the Partnership’s assets. The party or parties actually conducting such liquidation in accordance with the foregoing sentence, whether the General Partner, another General Partner, a Liquidator or a liquidating committee, is herein referred to as the “Liquidator.” The Liquidator (if other than the General Partner) shall have sufficient business expertise and competence to conduct the winding up and termination of the Partnership and, in the course thereof, to cause the Partnership to perform any contracts which the Partnership has or thereafter enters into. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property under such liquidation, having due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator (if other than the General Partner) appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and those Partners who own at least sixty-seven percent (67%) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner or applicable General Partner). If the General Partner serves as the Liquidator, the General Partner shall not be entitled to receive any fee for carrying out the duties of the Liquidator. The Liquidator may resign at any time by giving fifteen (15) days prior written notice and may be removed at any time, with or without cause, by written notice of Partners who own at least sixty-seven percent (67% ) of the aggregate Partners’ Sharing Percentage (excluding that owned by the General Partner or applicable General Partner). Upon the death, dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the rights, powers and duties of the original Liquidator) will, within thirty (30) days thereafter, be appointed by those Limited Partners who own at least sixty-seven percent (67% ) of the aggregate Partners’ Sharing Percentage, excluding that owned by the General Partner or applicable General Partner, evidenced by written appointment and acceptance. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. The Liquidator shall have and may exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the General Partner under the terms of this agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator (if other than a General Partner) shall not be liable as a general partner to the Limited Partners and shall, while acting in such capacity on behalf of the Partnership, be entitled to the indemnification rights set forth in Section 8.10.

     14.2 Court Appointment of Liquidator. If, within ninety (90) days following the date of dissolution or other time provided in Section 14.1, a Liquidator or successor Liquidator has not been appointed in the manner provided therein, any interested party shall have the right to

18

make application to any United States Federal District Judge (in his individual and not judicial capacity) for the                      District of Texas for appointment of a Liquidator or successor Liquidator, and the Judge, acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate a Liquidator or successor Liquidator who shall have all the powers, duties, rights and authority of the Liquidator herein provided.

     14.3 Liquidation. The Liquidator shall give all notices to creditors of the Partnership and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Partnership, the assets of the Partnership (other than cash) shall be sold, its liabilities and obligations to creditors, including any Partners who made loans to the Partnership as provided in Section 4.5 hereof, and all expenses incurred in its liquidation shall be paid, and all resulting items of Partnership income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Partners in accordance with Article 4. All Partnership property shall be sold upon liquidation of the Partnership and no Partnership property shall be distributed in kind to the Partners. Thereafter, all Partnership assets shall be distributed among all Partners having positive Capital Account balances (as determined after giving effect to all adjustments attributable to allocations of items of profit and loss realized by the Partnership during the Fiscal Year in question (including items of profit and loss realized on the liquidation) and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution), pro rata in accordance with such positive Capital Account balances. This distribution shall be made no later than the end of the fiscal year during which the Partnership is liquidated (or, if later, ninety (90) days after the date on which the Partnership is liquidated). Upon the completion of the liquidation of the Partnership and the distribution of all the Partnership funds, the Partnership shall terminate and the General Partner (or the Liquidator, as the case may be) shall have the authority to execute and record all documents required to effectuate the dissolution and termination of the Partnership. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Partners may instead be distributed to a trust established for the benefit of the Partners for the purposes of liquidating Partnership property, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Partners arising out of or in connection with the Partnership, The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement.

     14.4 Creation of Reserves. After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator may set up such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership.

     14.5 Final Statement. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Partners a statement which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner’s pro rata portion of distributions under Section 14.3, and the amount retained as reserves by the Liquidator under Section 14.4.

19

15. POWER OF ATTORNEY

     15.1 General Partner as Attorney-in-Fact. Each Limited Partner hereby makes, constitutes, and appoints the General Partner, with full power of substitution and resubstitutions, his true and lawful attorney-in-fact for him and in his name, place, and stead and for his use and benefit to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as now or hereafter amended which the General Partner may deem necessary, desirable, or appropriate including, without limitation, to reflect (i) the valid exercise by the General Partner of any power granted to it under this Agreement; (ii) any amendments adopted by the Partners in accordance with the terms of this Agreement; (iii) the valid admission of any Substituted Limited Partner or Additional Limited Partner to the Partnership; or (iv) the valid disposition by any Limited Partner of its interest in the Partnership; and (b) any certificates, instruments, or documents as may be required by, or may be appropriate under, the laws of the State of Texas.

     15.2 Nature of Special Power. The power of attorney granted pursuant to this Article 15:

     (a) is a special power of attorney coupled with an interest and is irrevocable;

     (b) may be exercised by any such attorney-in-fact by listing the Limited Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Limited Partners; and

     (c) shall survive the death, disability, legal incapacity, Bankruptcy, insolvency, dissolution, or cessation of existence of a Limited Partner and shall survive the delivery of an assignment by a Limited Partner of the whole or a portion of its interest in the Partnership, except that where the assignment is of such Limited Partner’s entire interest in the Partnership and the assignee, with the consent of the General Partner, is admitted as a Substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution.

16. MISCELLANEOUS

     16.1 Notices. All notices given pursuant to this Agreement shall be in writing and shall be deemed effective when personally delivered or when placed in the United States mail, registered or certified with return receipt requested, or when sent by prepaid telegram or facsimile followed by confirmatory letter. For purposes of notice, the addresses of the Partners shall be as stated under their names on the attached Exhibit A; provided, however, that each Partner shall have the right to change his address with notice hereunder to any other location by the giving of thirty (30) days notice to the General Partner in the manner set forth above.

20

     16.2 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive federal laws of the United States and the laws of the State of Texas.

     16.3 Attorneys’ Fees. If any litigation is initiated by the Partnership against any Partner or by any Partner against another Partner or the Partnership relating to this Agreement or the subject matter hereof, the Person prevailing in such litigation shall be entitled to recover, in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys’ fees incurred in connection therewith.

     16.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Partners, and their respective heirs, legal representatives, successors and permitted assigns; provided, however, that nothing contained herein shall negate or diminish the restrictions set forth in Articles 11 or 12 hereof.

     16.5 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner. The failure by any party to specifically enforce any term or provision hereof or any rights of such party hereunder shall not be construed as the waiver by that party of its rights hereunder. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof.

     16.6 Time. Time is of the essence with respect to this Agreement.

     16.7 Waiver of Partition. Notwithstanding any statute or principle of law to the contrary, each Partner hereby agrees that, during the term of the Partnership, he or it shall have no right (and hereby waives any right that he or it might otherwise have had) to cause any Partnership property to be partitioned and/or distributed in kind.

     16.8 Entire Agreement. This Agreement contains the entire agreement among the Partners relating to the subject matter hereof, and all prior agreements relative hereto which are not contained herein are terminated.

     16.9 Amendments. Except as otherwise expressly provided herein, amendments or modifications may be made to this Agreement only by setting forth such amendments or modifications in a document Approved by the Partners and any alleged amendment or modification herein which is not so documented shall not be effective as to any Partner. The General Partner may, without the consent of any other Partner, amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith to reflect:

     (a) a change in the name of the Partnership, a change in the location of the principal place of business of the Partnership, or a change in the registered office or the registered agent of the Partnership;

21

     (b) admission of a Limited Partner into the Partnership or termination of any Limited Partner’s interest in the Partnership in accordance with this Agreement;

     (c) qualification of the Partnership as a limited partnership under the laws of any state or that is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes, provided, in either case, such action shall not adversely affect any Limited Partner;

     (d) a change (i) that is of an inconsequential nature and does not adversely affect the Partners in any material respect; (ii) that is necessary or desirable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or contained in any federal or state statute, compliance with any of which the General Partner deems to be in the best interest of the Partnership and the Limited Partners; or (iii) that is required or contemplated by this Agreement;

     (e) an addition to the representations, duties, or obligations of the General Partner; or

     (f) a change to any provision in this Agreement required to be so changed by the staff of the Securities and Exchange Commission or other federal agency or by a State Securities Commissioner or similar official, which change is deemed by such commission, agency or official to be for the benefit or protection of the Partners.

However, no amendment or modification which disproportionately affects the interest of any Partner in the capital, Profits or Losses of, or distributions or allocations with respect to, the Partnership shall be effective as to any Partner unless the same has been set forth in a document duly executed by such Partner.

     16.10 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain among the Partners as expressed herein, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

     16.11 Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural and the neuter shall include the masculine or feminine gender, and vice versa.

     16.12 Exhibits. Each Exhibit to this Agreement is incorporated herein for all purposes.

22

     16. 13 Additional Documents. Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

     16.14 Section Headings. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent or for any purpose, to limit or define the text of any section.

     16.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute but one document.

     IN WITNESS WHEREOF, the Partners have executed this Agreement as of May 21, 1997.

GENERAL PARTNER: MEXIA-PRINCIPAL, INC.
By:	/s/ Richard D. Gope
	Name:	Richard D. Gope
	Title:	Exec VP & CEO
LIMITED PARTNER: PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC.
By:	/s/ Richard D. Gope
	Name:	Richard D. Gope
	Title:	Exec VP & CEO

23

EX-3.221

Exhibit 3.221

Hope Andrade
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

MEXIA-PRINCIPAL, INC.
Filing Number: 144375900

Articles Of Incorporation	April 29, 1997
Change Of Registered Agent/Office	November 17, 1997
Change Of Registered Agent/Office	September 28, 2000
Change of Office by Registered Agent	October 29, 2001
Change of Registered Agent/Office	July 13, 2005
Change of Name or Address by Registered Agent	April 19, 2010

In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal
of State at my office in Austin, Texas on March 11,
2011.

	/s/ Hope Andrade
	Hope Andrade Secretary of State

	Come visit us on the internet at http://www.sos.state.tx.us/
Phone: (512) 463-555	Fax:(512) 463-5709	Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB	TID: 10266	Document: 358900740005

	FILED
	in the Office of the
ARTICLE OF INCORPORATION	Secretary of State of Texas
OF	APR 29 1997
MEXIA-PRINCIPAL, INC.	Corporations Section

     The undersigned acting as incorporator of a corporation under the Texas Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE ONE

     The name of the corporation (the “Corporation”) is Mexia-Principal, Inc.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purpose for which the Corporation is organized is to transact any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

     The aggregate number of shares which the Corporation shall have the authority to issue is One Thousand (1,000), $.01 par value.

ARTICLE FIVE

     The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

ARTICLE SIX

     The street address of its initial registered office is 350 North St. Paul Street, Dallas, Texas 75201, and the name of its initial registered agent at such address is CT Corporation System.

ARTICLE SEVEN

     The number of directors constituting the initial board of directors is four (4), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:

Name	Address
Martin S. Rash	109 Westpark Drive, Suite 180
	Brentwood, Tennessee 37027
Richard D. Gore	109 Westpark Drive, Suite 180
	Brentwood, Tennessee 37027
John M. Rutledge	109 Westpark Drive, Suite 180
	Brentwood, Tennessee 37027

ARTICLE EIGHT

     The name and address of the incorporator is Franklin A. Berryman, 511 Union Street, Suite 2100, Nashville, Tennessee 37219.

     IN WITNESS WHEREOF, I have hereunto set my hand, this 29 day of APRIL, 1997

/s/ Franklin A. Berryman  

Franklin A. Berryman, Incorporator 

	Office of the Secretary of State	Filed in the Office of the
	Corporations Section	Secretary of State of Texas
	P.O. Box 13697	Filing #: 144375900 04/19/2010
	Austin, Texas 78711-3697	Document #: 304538402235
	(Form 408)	Image Generated Electronically

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is      MEXIA-PRINCIPAL, INC.
	The entity’s filing number is 144375900
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)
	350 N. St. Paul St., Dallas, TX 75201
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 04/19/2010

CT Corporation System

     Name of Registered Agent

Kenneth Uva, Vice President

     Signature of Registered Agent

FILING OFFICE COPY

		FILED
		In the Office of the
		Secretary of State of Texas
	Office of the Secretary of State
	Corporations Section	OCT 29 2001
	P.O. Box 13697
	Austin, Texas 78711-3697	Corporations Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List
	The entity’s file number is See Attached List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.) 905 Congress Avenue, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) 1614 Sidney Baker Street, Kerrville, TX 78028
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 10/19/01

National Registered Agents, Inc.

Name of Registered agent

 

/s/ Dennis E. Howarth  

Dennis E. Howarth, President 

Signature of registered agent 

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, THE STATEMENT MUST BE NOTARIZED. NOTARIZATION OF THE STATEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas	§
County of _____________________	§

Subscribed and sworn to before me on		by
	(date)
(name of person sworn)

     (Notary Seal)

Signature of Notary 

Notary Public, State of Texas 

STATUTORY REPRESENTATION	M/A/R/C INC.	TX
STATUTORY REPRESENTATION	MADISON TECHNOLOGIES INC.	TX
STATUTORY REPRESENTATION	MAJESTIC MINING INC.	TX
STATUTORY REPRESENTATION	MANSKE DEVELOPMENT MANAGEMENT INC.	TX
STATUTORY REPRESENTATION	MARGO SAWYER INC.	TX
STATUTORY REPRESENTATION	MAX GREEN INC.	TX
STATUTORY REPRESENTATION	MEDIA & PUBLIC RELATIONS GROUP INC.	TX
STATUTORY REPRESENTATION	MEMBAR INC.	TX
STATUTORY REPRESENTATION	MEMBERS CONSUMER NETWORK ASSOCIATION INC.	TX
STATUTORY REPRESENTATION	METOKOTE HOLDINGS INC.	TX
STATUTORY REPRESENTATION	MEXIA-PRINCIPAL INC.	TX
STATUTORY REPRESENTATION	MICRO ASSOCIATES INC.	TX
STATUTORY REPRESENTATION	MID COAST SECURITY & INVESTIGATIONS INC.	TX
STATUTORY REPRESENTATION	MILLS CUSTOM HOMES INC.	TX
STATUTORY REPRESENTATION	MISSIONWOOD MANAGEMENT INC.	TX
STATUTORY REPRESENTATION	MODULUS TECHNOLOGIES INC.	TX
STATUTORY REPRESENTATION	MONGOOSE TECHNOLOGY INC.	TX
STATUTORY REPRESENTATION	MSS-LASCO INC.	TX
STATUTORY REPRESENTATION	MUSICIANS PLANET TEXAS INC.	TX
STATUTORY REPRESENTATION	MZM USA INC.	TX
STATUTORY REPRESENTATION	NATIONAL HOMEBUYER EDUCATIONAL TRAINING CENTE	TX
STATUTORY REPRESENTATION	NATIONAL INSTITUTE OF ANXIETY AND STRESS INC.	TX
STATUTORY REPRESENTATION	NAUTICA JEANS OF SAN MARCOS INC.	TX
STATUTORY REPRESENTATION	NAUTICA OF ALLEN INC.	TX
STATUTORY REPRESENTATION	NES PARTNERS INC.	TX
STATUTORY REPRESENTATION	NEWLAND ASSOCIATES ROUND ROCK INC.	TX
STATUTORY REPRESENTATION	NORBAR INC.	TX
STATUTORY REPRESENTATION	NORTH STAR CHRISTMAS LIGHTING INC.	TX
STATUTORY REPRESENTATION	NVO INFORMATION SYSTEMS INC.	TX
STATUTORY REPRESENTATION	OAK HOLDINGS INC.	TX
STATUTORY REPRESENTATION	OGILVIE INSURANCE SERVICES OF TEXAS INC.	TX
STATUTORY REPRESENTATION	OPTIM INC.	TX
STATUTORY REPRESENTATION	PACKAGING & DISPLAY SOLUTIONS LLC	TX
STATUTORY REPRESENTATION	PAIDEMAIL.COM INC.	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL GP INC.	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL HEALTHCARE LIMITED PARTNE	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL INC.	TX

STATEMENT OF CHANGE OF REGISTERED OFFICE OR
REGISTERED AGENT OR BOTH BY
A CORPORATION

FILED
In the Office of the
Secretary of State of Texas

NOV 17 1997

Corporations Section

1.	The name of the corporation is Mexia-Principal, Inc..
	The corporation’s charter number is 01443759-00.
2.	The address of the registered office as PRESENTLY shown in the records of the Texas secretary of state is: (Please provide street address, city, state and zip code. The address must be in Texas). 350 North St. Paul Street Dallas, Texas 75201.
3.	A. þ The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.) 1212 Guadalupe Austin, Texas 78701.
OR	B.o The registered office address will not change.
4.	The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is C T Corporation System.
5.	A.þ The name of the NEW registered agent is National Registered Agents, Inc..
OR	B.o The registered agent will not change.
6.	Fallowing the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.
7.	The changes shown above were authorized by:

(Profit corporations may select A or B)
(Non-Profit corporations may select A, B, or C)

A.þ	The board of directors; OR
B.o	An officer of the corporation so authorized by the board of directors; OR
C.o	The members of the corporation in whom management of the corporation is vested pursuant to article 2.14C of the Texas Non-Profit Corporation Act.

/s/ [ILLEGIBLE]  

An Authorized Officer 
Vice President

Please submit this form in duplicate with the appropriate filing fee.
PROFIT corporations: $15.00; NON-PROFIT corporations: $5.00

		FILED
		In the Office of the
		Secretary of State of Texas
	Office of the Secretary of State Corporations Section P.O. Box 13697 Austin, Texas 78711-3697	SEP 28 2000
		Corporations Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List of Corporation
	The entity’s file number is See List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.)
	800 Brazos Street, Suite 1100, Austiin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	905 Congress Avenue, Austin, TX 78701
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: September 27, 2000

National Registered Agents, Inc.

Name of registered agent

 

/s/ Dennis E. Howarth  

Dennis E. Howarth, President 

Signature of registered agent 

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas New Jersey	§
County of Mercer	§

This instrument was acknowledged before me on	September 27, 2000	by
	(date)
Dennis E. Howarth
(name of person acknowledging)

     (Notary Seal)

ZULMA MUNIZ HOWARTH	/s/ Zulma Muniz Howarth
NOTARY PUBLIC, NEW JERSEY	Signature of Notary
TERM EXPIRES MARCH 1, 2003	Notary Public, State of Texas

00	ITG ACQUISITION I, INC	1535868	1332419
00	ITG ACQUISITION II, INC	1535869	1273979
00	ITG ACQUISITION III, INC.	1535870	1306940
00	JADES’ PROFESSIONAL SERVICES, INC	1551149	1299523
00	JAY JAY WELL SERVICE, INC	324224	332535
00	JOHNNY ROCKETS OF TEXAS, INC	1528746	1249325
00	KASBAR, INC	501035	481433
00	KATY POOL & CHEMICAL, INC	1523400	1249909
00	KEY CONSULTING, INC.	1589714	1072185
00	KOSKI MANAGEMENT, INC	1471472	1112417
00	KY TRUCKING, INC	1535469	1394294
00	LANTRONICS, INC	1457593	1064749
00	LEARDATA INFO-SERVICES, INC	1072450	764976
00	LUVSKYS, INC	1536110	1056882
00	MAJESTIC MINING, INC	151089	155076
00	MAX GREEN, INC	1592875	1132259
00	MEDIA & PUBLIC RELATIONS GROUP, INC	1580494	1055799
00	MEMBAR, INC	560038	503673
00	MERAK PROJECTS INC	1166047	786969
00	MERRIMAC TEXAS INSURANCE SERVICES INC	1574727	1065047
00	MEXIA-PRINCIPAL, INC	1443759	1412910
00	MICRO ASSOCIATES, INC	549090	473182
00	MID AMERICA CHIROPRACTIC CONSULTANTS OF TEXAS, INC	1581413	1013110
00	MID COAST SECURITY & INVESTIGATIONS INC	1583344	1004513
00	MID-VALLEY GRAIN COMPANY	1556857	1242170
00	MMI ACQUISITION, INC	1532057	1374646
00	MOMENTUM ACQUISITION CORP	1592049	1297606
00	MONGOOSE TECHNOLOGY, INC	1551946	1030236
00	MRM REAL ESTATE CORPORATION	1502801	1275229
00	MSS-LASCO, INC	1501487	1331138
00	MUSICIANS PLANET TEXAS, INC	1432115	1175341
00	MYCOM CHEMICAL HOUSTON CORPORATION	1560815	1385675
00	NATIONAL DRIVERS SAFETY ASSOCIATION, INC.	1537373	1224061
00	NATIONAL PRODUCE CONSULTANTS, INC	1174636	690448
00	NAUTICA JEANS OF SAN MARCOS, INC	1557829	1366783

		FILED
		In the Office of the
		Secretary of State of Texas
	Office of the Secretary of State
	Corporations Section	JUL 13 2005
	P.O. Box 13697
	Austin, Texas 78711-3697	Corporations Section

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.	The name of the entity is Mexia-Principal, Inc. and the file number issued to the entity by the secretary of state is 0144375900
2.	The entity is: (Check one.)

þ  a business corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

o  a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

o  a limited liability company, which has authorised the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

o  a limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

o  an out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3.	The registered office address as PRESENTLY shown in the records of the Texas secretary of state is 1614 Sidney Baker Street Kerrville. Texas 78028
4.	þ A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	c/o CT Corporation System. 350 N. St. Paul Street Dallas, Texas 75201
OR	o B. The registered office address will not change.
5.	The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is National Registered Agents, Inc.
6.	þ A. The name of the NEW registered agent is CT Corporation System
OR	o B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

By:	/s/ [ILLEGIBLE]
	(A person authorized to sign
	on behalf of the entity)

INSTRUCTIONS

1.	It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it currently appears on the records of the secretary of state before submitting the statement for filing. You also may e-mail an inquiry to corpinfo@sos.state.tx.us. As information on out-of-state financial institutions is maintained on a separate database, a financial institution must call (512) 463-5701 to verify registered agent and registered office information. If the information on the form is inconsistent with the records of this office, the statement will be returned.
2.	You are required by law to provide a street address in item 4 unless the registered office is located in a city with a population of 5,000 or less. The purpose of this requirement is to provide the public with notice of a physical location at which process may be served on the registered agent. A statement submitted with a post office box address or a lock box address will not be filed.
3.	An authorized officer of the corporation or financial institution must sign the statement. In the case of a limited liability company, an authorized member or manager of a limited liability company must sign the statement. A general partner must sign the statement on behalf of a limited partnership. A person commits an offense under the Texas Business Corporation Act, the Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
4.	Please attach the appropriate fee:

Business Corporation	$	15.00
Financial Institution, other than Credit Unions	$	15.00
Financial Institution that is a Credit Union	$	5.00
Non-Profit Corporation	$	5.00
Limited Liability Company	$	10.00
Limited Partnership	$	50.00

Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of the filing fee. Checks or money orders must be payable through a U.S. bank or other financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.

5. Two copies of the form along with the filing fee should be mailed to the address shown in the heading of this form. The delivery address is: Secretary of State, Statutory Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and return a file stamped copy, if a duplicate copy is provided for such purpose. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

EX-3.222

Exhibit 3.222

BYLAWS
OF
MEXIA-PRINCIPAL, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Texas, fixed by the Board of Directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Texas upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

     4. Directors. The business of the Corporation shall be managed by a Board of Directors consisting of no less than two and no more than five. Vacancies in the Board of Directors may be filled by a vote of a majority of the shareholders. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the Board of Directors, if any, may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Texas upon call of the President or any one director, which call shall set forth the date, time and place of meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance.

     6. Officers. The Board of Directors shall elect a President and a Secretary, and such other officers as it may deem appropriate. The President, Secretary, and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office, except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

     7. Amendment of Bylaws. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

STATE OF LOUISIANA	:	ARTICLES OF INCORPORATION
	:	OF
PARISH OF ST. LANDRY	:	OUTPATIENT SERVICES, INC.

     BE IT KNOWN, That on the 31st day of October, 2000, before me, the undersigned Notary Public, and in the presence of the undersigned competent witnesses, personally came and appeared:

G.O. & ASSOCIATES, INC., TIN 72-1364081
a Louisiana corporation domiciled in
Eunice, St. Landry Parish, Louisiana,
represented herein by its duly authorized
agent, WILLIAM B. O’DONNELL, whose mailing
address is 101 South Second Street, Eunice,
Louisiana 70535.

who declared that, availing themselves of the provisions of the Business Corporations Law (La. R.S. 12.1 et seq), they do hereby organize themselves, their heirs and assigns, into a corporation in pursuance of said law, under and in accordance with the following Articles of Incorporation, to-wit:

ARTICLE 1.

NAME

     The name of this corporation is OUTPATIENT SERVICES, INC.

ARTICLE 2.

PURPOSE

     The corporation’s purpose is to engage in any lawful activity for which corporations may be formed under the Business Corporation law of Louisiana.

ARTICLE 3.

AUTHORIZED CAPITAL

     The aggregate number of shares which the corporation shall have authority to issue is 5,000 shares of common stock, without nominal or par value.

ARTICLE 4.

INCORPORATORS

     The incorporators’ names and addresses are as follows:

1. G.O. & ASSOCIATES, INC., 101 South Second Street, Eunice, Louisiana 70535.

ARTICLE 5.

CONSENTS BY SHAREHOLDERS

     Whenever the affirmative vote of shareholders is required to authorize or constitute corporate action, the consent in writing to such action signed only by shareholders holding that proportion of the total voting power on the question which is required by law or by those Articles of Incorporation, whichever requirement is higher, shall be sufficient for the purpose, without necessity for a meeting of shareholders.

ARTICLE 6.

SPECIAL MEETINGS OF SHAREHOLDERS

     Special meetings of shareholders may be called by the President or by a majority of the Board of Directors.

ARTICLE 7.

ISSUANCE OF STOCK

     Without any necessity of action by the shareholders, previously authorized but unissued shares of stock of the corporation may be issued from time to time by the Board of Directors, and any and all shares so issued and paid for, shall be deemed full paid stock and not liable to any further assessment or call, and the holder of such shares shall not be liable for any further payment thereon.

ARTICLE 8.

LIMITATION OF LIABILITY

     The incorporators, officers and directors of this

corporation claim the benefits of limitation of liability of the provisions of La. R.S. 12:24(C) to the fullest extent allowed by law as fully and completely as though said provisions were recited herein in full.

ARTICLE 9.

ALLOWANCE OF DEPLETION

     Proper allowance of depletion of wasting assets, and for amortization of the cost of property having a limited life, shall be made in computing surplus.

ARTICLE 10.

PRE-EMPTIVE RIGHTS

     Shareholders shall have pre-emptive rights.

ARTICLE 11.

SHAREHOLDER APPROVAL OF CERTAIN ACTIONS

     The affirmative vote of holders of ninety (90%) percent of the outstanding shares entitled to vote shall be necessary for the following corporate action:

(a)	Amendment to the Articles of Incorporation;
(b)	Merger or consolidation of the Corporation;
(c)	Reduction or increase in the number of authorized shares of the Corporation;
(d)	Reduction or increase of the stated capital of the Corporation;
(e)	Sale, lease, or exchange of the major portion of the property or assets of the Corporation;
(f)	Dissolution of the corporation.

ARTICLE 12.

SHAREHOLDER APPROVAL OF ISSUANCE OF STOCK

     Without the prior affirmative vote of the holders of ninety (90%) percent of the outstanding common stock of the Corporation voting together and not separately by classes at any annual meeting of the stockholders or at any special meeting called for the purpose, among others, of considering

such action:

(1)	No shares of stock issued by the Corporation and subsequently reacquired by it shall be reissued or otherwise disposed of;
(2)	No additional shares of capital stock of the corporation shall be authorized or issued to any existing stockholder or any other person or entity;
(3)	No securities convertible into stock of the Corporation shall be authorized or issued; and
(4)	No shares of stock shall be sold or transferred in any way.

ARTICLE 13.

PREREQUISITES TO CERTAIN CORPORATE ACTION

     (1) No corporate office shall be created or abolished, no change shall be made in the compensation, tenure, status, or condition of employment of any of the principal corporate officers, except by unanimous vote of the entire board of directors.

     (2) This article shall not be amended except by the affirmative vote of the holders of ninety (90%) percent of the corporation’s outstanding shares.

     THUS DONE AND PASSED at Eunice, St. Landry Parish, Louisiana, on the date first above written, in the presence of the undersigned competent witnesses, who have signed with appearers and me, Notary, after reading the whole.

WITNESSES:		G.O. & ASSOCIATES, INC.
/s/ Lula Mae Courville	BY:	/s/ William E. O. Donnell
Lula Mae Courville		William E. O. Donnell
/s/ Karen A. Fontenot Karen A. Fontenot

/s/ JACQUE E. PUCHEU, JR.

JACQUE E. PUCHEU, JR. — NOTARY PUBLIC

STATE OF LOUISIANA	:
	:	ACCEPTANCE OF APPOINTMENT
PARISH OF ST. LANDRY	:

     On this 31st day of October          , 2000, before me, a Notary Public in and for the State and Parish aforesaid, personally came and appeared:

WILLIAM E. O’DONNELL and

TONI A. GUILLORY

who are to me known to be the persons and, who, being duly sworn, acknowledged to me that they do hereby accept appointment as the Registered Agents of OUTPATIENT SERVICES, INC., which is a Corporation authorized to transact business in the State of Louisiana pursuant to the provisions of Title 21, Chapter 1, 2 and 3.

/s/ William E. O’Donnell  

William E. O’Donnell 

/s/ Toni A. Guillory  

Toni A. Guillory 

     SWORN TO AND SUBSCRIBED before me this 31st day of October, 2000.

/s/ JACQUE B. PUCHEU, JR. 

JACQUE B. PUCHEU, JR. — NOTARY PUBLIC 

EX-3.223

Exhibit 3.223

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “MINDEN PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE ELEVENTH DAY OF MAY, A. D. 2009, AT 4:22 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, “MINDEN PHYSICIAN PRACTICES, LLC”.

4685736     8100H 110293691		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620747 DATE: 03-14-11

Certificate of Formation

of

Minden Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Minden Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 11, 2009.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:07 PM 05/11/2009
FILED 04:22 PM 05/11/2009
SRV 090455227 — 4685736 FILE

EX-3.224

Exhibit 3.224

Limited Liability Company Agreement
of
Minden Physician Practices, LLC

     This Limited Liability Company Agreement of Minden Physician Practices, LLC, effective as of May 11, 2009 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Minden Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael B. Clark, President
A. Gene Smith, Chief Financial Officer
R. Scott Raplee, Group President
Bradley R. Owens, Group CFO
Michael S. Coggin, Senior Vice President
William E. Hoffman, Jr., Senior Vice President
Jess N. Judy, Senior Vice President
W. Vail Willis, Senior Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member,

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders,

2

officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 11, 2009.

Province Healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.225

Exhibit 3.225

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “NORTHEASTERN NEVADA PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-EIGHTH DAY OF OCTOBER, AD. 2008, AT 5:48 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, “NORTHEASTERN NEVADA PHYSICIAN PRACTICES, LLC”.

4616819     8100H 110293691		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620748 DATE: 03-14-11

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:12 PM 10/28/2008

FILED 05:48 PM 10/28/2008

SRV 081073839 — 4616819 FILE

Certificate of Formation
of
Northeastern Nevada Physician Practices, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Northeastern Nevada Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of October 28, 2008.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

EX-3.226

Exhibit 3.226

Limited Liability Company Agreement
of
Northeastern Nevada Physician Practices, LLC

     This Limited Liability Company Agreement of Northeastern Nevada Physician Practices, LLC, effective as of October 28, 2008 (this “Agreement”) is entered into by Province Healthcare Company, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Northeastern Nevada Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited

liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Michael B. Clark, President
David M. Dill, Chief Financial Officer
Paul D. Gilbert, Executive Vice President
William E. Hoffman, Jr., Senior Vice President
R. Scott Raplee, Senior Vice President
W. Vail Willis, Senior Vice President
Bradley R. Owens, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

     The managers of the Company shall have such authority arid perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 1.8-802 of the Act.

     8. Allocation of Profits arid Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

2

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of October 28, 2008.

Province Healthcare Company
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.227

Exhibit 3.227

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “NORTHWEST MEDICAL CENTER-WINFIELD, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINTH DAY OF SEPTEMBER, A.D. 2002, AT 5 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, “NORTHWEST MEDICAL CENTER-WINFIELD, LLC”.

3566794     8100H		/s/ Jeffrey W. Bullock
110293691 You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620749 DATE: 03-14-11

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 05:00 PM 09/09/2002
020562878 — 3566794

Certificate of Formation
of
Northwest Medical Center-Winfield, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Northwest Medical Center-Winfield, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 9, 2002.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

BOS_@LLC Subsidiary formation template-New@

- 2 -

EX-3.228

Exhibit 3.228

Limited Liability Company Agreement
of
Northwest Medical Center-Winfield, LLC

     This Limited Liability Company Agreement of Northwest Medical CenterWinfield, LLC, effective as of September 9, 2002 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be Northwest Medical Center-Winfield, LLC (the “Company”).

     2. Purpose. The object and purpose of and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

- 3 -

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford	President
William F. Carpenter Ill	Senior Vice President, General Counsel and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Michael A. Weichar	Vice President and Division CFO
Roberto G. Pantoja	Vice President and Controller
William E. Hoffman, Jr.	Vice President
Mary Kim E. Shipp	Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

- 4 -

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of September 9, 2002.

LifPoint Hospitals Holdings, Inc.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

- 5 -

Schedule A

	Capital		Limited Liability
Member and Business Address	Contribution		Company Interest
LifePoint Hospitals Holdings, Inc. 103 Powell Court, Suite 200 Brentwood, TN 37027 Attn: William F. Carpenter III	$	1,000		100	%

- 6 -

EX-3.229

Exhibit 3.229

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “NWMC–WINFIELD PHYSICIAN PRACTICES, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE NINETEENTH DAY OF SEPTEMBER, A.D. 2002, AT 11 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, “NWMC–WINFIELD PHYSICIAN PRACTICES, LLC”.

3570523     8100H		/s/ Jeffrey W. Bullock
110293691 You may verify this certificate online at corp.delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620750 DATE: 03-14-11

CERTIFICATE OF FORMATION
OF
NWMC-WINFIELD PHYSICIAN PRACTICES, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is NWMC-Winfield Physician Practices, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of September 18, 2002.

By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Authorized Person

STATE OF DELAWARE
SECRETARY OF STATE DIVISION OF CORPORATIONS	- 2 -	BOS..@LLC Subsidiary formation template-New@
FILED 11:00 AM 09/19/2002 020584064 — 3570523

EX-3.230

Exhibit 3.230

Limited Liability Company Agreement
of
NWMC — Winfield Physician Practices, LLC

     This Limited Liability Company Agreement of NWMC- Winfield Physician Practices, LLC, effective as of September 18, 2002 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

     1. Name. The name of the limited liability company shall be NWMC Winfield Physician Practices, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

- 3 -

     6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Joné Law Koford	President
William F. Carpenter Ill	Senior Vice President, General Counsel and Secretary
Michael J. Culotta	Senior Vice President and Chief Financial Officer
Michael A. Weichart	Division CFO
Roberto G. Pantoja	Vice President and Controller
May Kim E. Shipp	Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a

BOS__@LLC Sobsidiaiy formation template-New@

- 4 -

counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of September 18, 2002.

LifePoint Hospitals Holdings, INC.
By:	/s/ William F. Carpenter III
	William F. Carpenter III
	Secretary

BOS__@LLC Sobsidiaiy formation template-New@

- 5 -

EX-3.231

Exhibit 3.231

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “OPELOUSAS IMAGING CENTER PARTNER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF MAY, A.D. 2005, AT 12:23 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “OPELOUSAS IMAGING CENTER PARTNER, LLC”.

3974175   8100H
110293691

You may verify this certificate online
at corp. Delaware. gov/authver.shtml /s/ Jeffrey W. Bullock   Jeffrey W. Bullock, Secretary of State

AUTHENTICATION: 8620751

DATE: 03-14-11

Certificate of Formation
Of
Opelousas Imaging Center Partner, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Opelousas Imaging Center Partner, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Washington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 20, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:59 PM 05/23/2005

FILED 12:23 PM 05/23/2005

SRV 050422664 — 3974175 FILE

EX-3.232

Exhibit 3.232

Limited Liability Company Agreement
of
Opelousas Imaging Center Partner, LLC

     This Limited Liability Company Agreement of Opelousas Imaging Center Partner, LLC, effective as of May 23, 2005 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

      1. Name. The name of the limited liability company shall be Opelousas Imaging Center Partner, LLC (the “Company”).

     2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

     4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

     5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

     The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

     6. Powers. The business and affairs of the Company shall be managed by the

Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Thomas P. Pemberton II, President
William F. Carpenter III, Executive Vice President and Secretary
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Robert Wampler, Vice President
Gary D. Willis, Vice President
W. Vail Willis, Vice President
Mary Kim E. Shipp, Assistant Secretary

     The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

     7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member,

     9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

     10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

     11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

     12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

     13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

     15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

     16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

     17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of May 23, 2005.

LifePoint holdings 2, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Assistant Secretary

EX-3.233

Exhibit 3.233

Delaware	PAGE 1
The First State

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “OPELOUSAS PET/CT IMAGING CENTER, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTY-THIRD DAY OF MAY, A.D. 2005, AT 12:44 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, “OPELOUSAS PET/CT IMAGING CENTER, LLC”.

3974190      8100H 110293691		/s/ Jeffrey W. Bullock
You may verify this certificate online at corp. delaware.gov/authver.shtml		Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 8620752 DATE: 03-14-11

Certificate of Formation
of
Opelousas PET/CT Imaging Center, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware, particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the Delaware Limited Liability Company Act (the “Act”), hereby certifies that:

     FIRST: The name of the limited liability company is Opelousas PET/CT Imaging Center, LLC (the “Company”).

     SECOND: The address of the registered office and the name and address of the registered agent of the Company required to be maintained by Section 18-104 of the Act is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of May 20, 2005.

By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:00 PM 05/23/2005

FILED 12:44 PM 05/23/2005

SRV 050422830 — 3974190 FILE

EX-3.234

Exhibit 3.234

Amended and Restated Limited Liability Agreement
of
Opelousas PET/CT Imaging Center, LLC

          This Limited Liability Company Agreement of Opelousas PET/CT Imaging Center, LLC, effective as of November 1, 2008 (this “Agreement”) is entered into by Opelousas Imaging Center Partner, LLC, as the sole member (the “Member”).

          WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

          WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

          NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

          1. Name. The name of the limited liability company shall be Opelousas PET/CT Imaging Center, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

          4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 1209 Orange Street, Wilmington, Delaware 19801.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member hereby

designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
David M. Dill, Chief Financial Officer
William M. Gracey, Chief Operating Officer
Paul D. Gilbert, Executive Vice President
R. Scott Raplee, Senior Vice President
Steve W. Franz, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquirer.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities”

2

within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of November 1, 2008.

Opelousas Imaging Center Partner, LLC
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

3

EX-3.235

Exhibit 3.235

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION OF A
DOMESTIC LIMITED LIABILITY COMPANY

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

1. The name of the limited liability company is Orthopedics of Southwest Virginia, LLC

(The name must contain the words “limited company” or “limited liability company” or the [ILLEGIBLE] “L.C.”, “L.C”, “LLC”, or “LLC”)

2. A. The name of the limited liablity company’s initial registered agent is C T Corporation System P004909-0

B. The registered agent is (mark appropriate box):

(1) an INDIVIDUAL who is a resident of Virginia and

o  a member or manager of the limited liability company.

o  a member or manager of a limited liability company that is a member or manager of the limited liability company.

o  an officer or director of a corporation that is a member or manager of the limited liability company.

o  a general partner of a general or limited partnership that is a member or manager of the limited liability company.

o   a trustee of a trust that a member or manager of the limited liability company.

o  a member of the Virginia State Bar.

OR

(2) þ a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

3. The limited liability company’s initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is

4701 Cox Road, Suite 301               (number/street)

Glen Allen	VA	23060-6802
(city or town)		(zip)

which is located in the o city or þ county of Henrico

4. The limited liability company’s principal office address, including the street and number, if any, is

One Park Plaza               (number/street)

Nashville	TN		37203
(city or town)	(state)	(zip)

5. Organizer:

/s/ Dora A. Blackwood	09/27/2004
(signature)	(data)
Dora A. Blackwood	(615) 344-2162
(printed name)	(telephone number (optional))

SEE INSTRUCTION ON THE REVERSE

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

AT RICHMOND, SEPTEMBER 28, 2004

The State Corporation Commission has found the accompanying articles submitted on behalf of

Orthopedics of Southwest Virginia, LLC

to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this

CERTIFICATE OF ORGANIZATION

be issued and admitted to record with the articles of organization in the Office of the Clerk of the Commission, effective September 28, 2004.

STATE CORPORATION COMMISSION
By
	Commissioner

EX-3.236

Exhibit 3.236

Amended and Restated
Operating Agreement
of
Orthopedics of Southwest Virginia, LLC

          This Amended and Restated Operating Agreement of Orthopedics of Southwest Virginia, LLC, effective as of July 1, 2006 (this “Agreement”) is entered into by LifePoint VA Holdings, Inc., as the sole member (the “Member”).

          WHEREAS, the Member desires to amend and restate the original Operating Agreement; and

          NOW, THEREFORE, the Member hereby amends and restates the original Operating Agreement as follows:

          1. Name. The name of the limited liability company shall be Orthopedics of Southwest Virginia, LLC (the “Company”).

          2. Purpose. The object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Virginia Limited Liability Company Act (“Act”) and engaging in any and all activities necessary or incidental to the foregoing.

          3. Registered Office. The address of the registered office of the Company in the State of Virginia is 4701 Cox Road, Suite 301, Glen Allen, Virginia, 23060-6802.

          4. Registered Agent The name and address of the registered agent of the Company for service of process on the Company in the State of Virginia is C T Corporation System, 4701 Cox Road, Suite 301, Glen Allen, Virginia, 23060-6802.

          5. Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

          The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

          6. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or

otherwise, possessed by members of a limited liability company under the laws of the State of Virginia. The Member hereby designates the following persons to serve as managers in the capacity set forth after their names, each until such person’s successor shall have been duly appointed or until such person’s earlier resignation or removal:

Jess N. Judy, President
Michael J. Culotta, Chief Financial Officer
William M. Gracey, Chief Operations Officer
R. Scott Raplee, Senior Vice President
Gary D. Willis, Senior Vice President
Robert Wampler, Vice President
W. Vail Willis, Vice President
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

          The managers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act to one or more managers.

          7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under the provisions of the Act.

          8. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

          9. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

          10. Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

          11. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

          12. Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

          13. Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

          14. Indemnification. The Company shall indemnify and hold harmless each manager and the Member and its partners, shareholders, officers, directors, managers,

employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

          15. Certificates of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” pursuant to the provisions of the Act.

          16. Amendment. This Agreement may be amended from time to time with the consent of the Member.

          17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Virginia.

          IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of July 1, 2006.

Lifepoint VA Holdings, Inc.
By:	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp
	Secretary

EX-3.237

Exhibit 3.237

Hope Andrade
Secretary of State

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

PALESTINE-PRINCIPAL G.P., INC.
Filing Number: 144752900

Articles Of Incorporation	May 28, 1997
Change Of Registered Agent/Office	November 17, 1997
Change Of Registered Agent/Office	November 20, 1998
Change Of Registered Agent/Office	September 28, 2000
Change of Office by Registered Agent	October 29, 2001
Change of Registered Agent/Office	July 13, 2005
Change of Name or Address by Registered Agent	April 19, 2010

In testimony whereof, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in Austin, Texas on March 11, 2011.

	/s/ Hope Andrade
	Hope Andrade Secretary of State

Phone: (512) 463-5555
Prepared by: SOS-WEB Come visit us on the internet at http://www.sos.state.tx.us/
Fax: (512) 463-5709
TID: 10266 Dial: 7-1-1 for Relay Services
Document: 358900740009

ARTICLES OF INCORPORATION

OF

PALESTINE-PRINCIPAL G.P., INC. FILED
In the Office of the
Secretary of State of Texas
MAY 28 1997

Corporations Section

     The undersigned acting as incorporator of a corporation under the Texas Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE ONE

     The name of the corporation (the “Corporation”) is Palestine-Principal G.P., Inc.

ARTICLE TWO

     The period of its duration is perpetual.

ARTICLE THREE

     The purpose for which the Corporation is organized is to transact any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

     The aggregate number of shares which the Corporation shall have the authority to issue is One Thousand (1,000), $.01 par value.

ARTICLE FIVE

     The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received.

ARTICLE SIX

     The street address of its initial registered office is 350 North St. Paul Street, Dallas, Texas 75201, and the name of its initial registered agent at such address is CT Corporation System.

ARTICLE SEVEN

     The number of directors constituting the initial board of directors is four (4), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:

Name	Address
Martin S. Rash	109 Westpark Drive, Suite 180 Brentwood, Tennessee 37027
Richard D. Gore	109 Westpark Drive, Suite 180 Brentwood, Tennessee 37027
John M. Rutledge	109 Westpark Drive, Suite 180 Brentwood, Tennessee 37027

ARTICLE EIGHT

     The name and address of the incorporator is Franklin A. Berryman, 511 Union Street, Suite 2100, Nashville, Tennessee 37219.

     IN WITNESS WHEREOF, I have hereunto set my hand, this 21 day of May, 1997.

/s/ Franklin A. Berryman  

Franklin A. Berryman, Incorporator 

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

CONSENT TO USE OF NAME

     PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP, a limited partnership organized under the laws of the State of Texas and qualified to do business in Texas as a domestic limited partnership, hereby consents to the organization of Palestine-Principal G.P., Inc. in the State of Texas and to the use of the name Palestine-Principal G.P., Inc. in the State of Texas. All entities are under common control and consent to the use of the same registered agent.

     IN WITNESS WHEREOF, the said PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP has caused this consent to be executed by its limited partner this 28^th day of May, 1997.

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP
By:	PALESTINE PRINCIPAL, INC., its limited partner

By:	/s/ [ILLEGIBLE]
	Title: President & CEO

PALESTINE-PRINCIPAL, INC.

CONSENT TO USE OF NAME

     Palestine-Principal, Inc., a corporation organized under the laws of the State of Delaware and qualified to do business in Texas as a foreign corporation, hereby consents to the organization of Palestine-Principal G.P., Inc. in the State of Texas and to the use of the name Palestine-Principal G.P., Inc. in the State of Texas. All entities are under common control and consent to the use of the same registered agent.

     IN WITNESS WHEREOF, the said Palestine-Principal, Inc. has caused this consent to be executed by its EVP & CEO this 21 day of May, 1997.

PALESTINE-PRINCIPAL, INC.
By:	/s/ [ILLEGIBLE]
	Title: [ILLEGIBLE]

	Office of the Secretary of State	Filed in the Office of the
	Corporations Section	Secretary of State of Texas
	P.O. Box 13697	Filing #: 144752900 04/19/2010
	Austin, Texas 78711-3697	Document #: 304538402247
	(Form 408)	Image Generated Electronically

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is PALESTINE-PRINCIPAL G.P., INC.
	The entity’s filing number is 144752900
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.) 350 N. St. Paul St., Dallas, TX 75201
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) 350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 04/19/2010

CT Corporation System

     Name of Registered Agent

Kenneth Uva, Vice President

     Signature of Registered Agent

FILING OFFICE COPY

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas
OCT 29 2001
Corporations Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List The entity’s file number is See Attached List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.)
	905 Congress Avenue, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	1614 Sidney Baker Street, Kerrville, TX 78028
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 10/19/01

National Registered Agents, Inc.

Name of registered agent

/s/ Dennis E. Howarth

Signature of registered agent

Dennis E. Howarth, President

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, THE STATEMENT MUST BE NOTARIZED. NOTARIZATION OF THE STATEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas                           §
County of                                  §

Subscribed and sworn to before me on                                                                                   by

                                                                                                   (date)

(name of person sworn)

(Notary Seal)

Signature of Notary
Notary Public, State of Texas
 

STATUTORY REPRESENTATION	M/A/R/C INC.	TX
STATUTORY REPRESENTATION	MADISON TECHNOLOGIES INC.	TX
STATUTORY REPRESENTATION	MAJESTIC MINING INC.	TX
STATUTORY REPRESENTATION	MANSKE DEVELOPMENT MANAGEMENT INC.	TX
STATUTORY REPRESENTATION	MARGO SAWYER INC.	TX
STATUTORY REPRESENTATION	MAX GREEN INC.	TX
STATUTORY REPRESENTATION	MEDIA & PUBLIC RELATIONS GROUP INC.	TX
STATUTORY REPRESENTATION	MEMBAR INC.	TX
STATUTORY REPRESENTATION	MEMBERS CONSUMER NETWORK ASSOCIATION INC.	TX
STATUTORY REPRESENTATION	METOKOTE HOLDINGS INC.	TX
STATUTORY REPRESENTATION	MEXIA-PRINCIPAL INC.	TX
STATUTORY REPRESENTATION	MICRO ASSOCIATES INC.	TX
STATUTORY REPRESENTATION	MID COAST SECURITY & INVESTIGATIONS INC.	TX
STATUTORY REPRESENTATION	MILLS CUSTOM HOMES INC.	TX
STATUTORY REPRESENTATION	MISSIONWOOD MANAGEMENT INC.	TX
STATUTORY REPRESENTATION	MODULUS TECHNOLOGIES INC.	TX
STATUTORY REPRESENTATION	MONGOOSE TECHNOLOGY INC.	TX
STATUTORY REPRESENTATION	MSS-LASCO INC.	TX
STATUTORY REPRESENTATION	MUSICIANS PLANET TEXAS INC.	TX
STATUTORY REPRESENTATION	MZM USA INC.	TX
STATUTORY REPRESENTATION	NATIONAL HOMEBUYER EDUCATIONAL TRAINING CENTE...	TX
STATUTORY REPRESENTATION	NATIONAL INSTITUTE OF ANXIETY AND STRESS INC...	TX
STATUTORY REPRESENTATION	NAUTICA JEANS OF SAN MARCOS INC.	TX
STATUTORY REPRESENTATION	NAUTICA OF ALLEN INC.	TX
STATUTORY REPRESENTATION	NES PARTNERS INC.	TX
STATUTORY REPRESENTATION	NEWLAND ASSOCIATES ROUND ROCK INC.	TX
STATUTORY REPRESENTATION	NORBAR INC.	TX
STATUTORY REPRESENTATION	NORTH STAR CHRISTMAS LIGHTING INC.	TX
STATUTORY REPRESENTATION	NVO INFORMATION SYSTEMS INC.	TX
STATUTORY REPRESENTATION	OAK HOLDINGS INC.	TX
STATUTORY REPRESENTATION	OGILVIE INSURANCE SERVICES OF TEXAS INC.	TX
STATUTORY REPRESENTATION	OPTIM INC.	TX
STATUTORY REPRESENTATION	PACKAGING & DISPLAY SOLUTIONS LLC	TX
STATUTORY REPRESENTATION	PAIDEMAIL.COM INC.	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL GP INC.	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL HEALTHCARE LIMITED PARTNE...	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL INC.	TX

FILED
In the Office of the
Secretary of State of Texas
NOV 17 1997
Corporations Section

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH BY
A CORPORATION

1.	The name of the corporation is Palestine-Principal GP, Inc.
	The corporation’s charter number is                                                                                     .
2.	The address of the registered office as PRESENTLY shown in the records of the Texas secretary of state is: (Please provide street address, city, state and zip code. The address must be in Texas).
	350 North St. Paul
	Dallas, Texas 75201
3.	A. þ The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	1212 Guadalupe
	Austin, Texas 78701
OR B. o The registered office address will not change.
4.	The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is C T Corporation System
5.	A. þ The name of the NEW registered agent it National Registered Agents, Inc.
OR B. o The registered agent will not change.
6.	Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.
7.	The changes shown above were authorized by:

(Profit corporations may select A or B)
(Non-Profit corporations may select A, B, or C)

A.	þ	The board of directors; OR
B.	o	An officer of the corporation so authorized by the board of directors; OR
C.	o	The members of the corporation in whom management of the corporation is vested pursuant to article 2.14C of the Texas Non-Profit Corporation Act

[ILLEGIBLE] 

An Authorized Officer
 

Please submit this form in duplicate with the appropriate filing fee.
PROFIT corporations: $15.00; NON-PROFIT corporations: $5.00

Office of the		FILED
Secretary of State		In the Office of the
Corporations Section		Secretary of state of Texas
P.O. Box 13697		NOV 20 1998
Austin, Texas 78711-3697		Corporation Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List The entity’s file number is See Attached List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.) 1212 Guadalupe, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) 800 Brazos, Austin, TX 78701
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Executed on: November 6, 1998

National Registered Agents, Inc

Name of registered agent

/s/ [ILLEGIBLE]

Signature of registered agent

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION OR A LIMITED LIABILITY COMPANY.

State of Texas                                            §
County of                                                   §

This instrument was acknowledged before me on                                                                                        by

                                                                                                                                (date)

(name of person acknowledging)

(Notary Seal)

Signature of Notary

Notary Public, State of Texas
 

Name: PACKETEER, INC.	Name: PALESTINE-PRINCIPAL GP, INC.
Status: ACTIVE	Status: ACTIVE
Dom. State: DE	Dom. State: TX
State I.D. #: 121419-6	State I.D. #: 1447529-0
FEIN#:	FEIN#:
	Name: PALESTINE-PRINCIPAL, INC.
	Status: ACTIVE
	Dom. State: TN
	State I.D. #: 112800-06
	FEIN#:
Name: PANTEL COMMUNICATIONS, INC.	Name: PARADIGM COMMUNICATIONS
Status: ACTIVE	CORPORATION
Dom. State: IL	Status: ACTIVE
State I.D.#: 00104481-6	Dom. State: CA
FEIN#:	State I.D.#: 109936-06
	FEIN#:
Name: PARADIGMS SOFTWARE, INC.	Name: PATHOLOGY PARTNERS, INC.
Status: ACTIVE	Status: ACTIVE
Dom. State: DE	Dom. State: DE
State I.D.#: 120968-6	State I.D.#: 121477-06
FEIN#:	FEIN#:
	Name: PERFORMANCE FOOD GROUP OF TEXAS, INC.
	Status: ACTIVE
	Dom. State: TX
	State I.D.#: 1426726-0
	FEIN#:
Name: PERKY-PET PRODUCTS CO.	Name: PERSONAL COMPUTER RENTAL
Status: ACTIVE	CORPORATION
Dom. State: DE	Status: ACTIVE
State I.D.#: 118493-06	Dom. State: DE
FEIN#:	State I.D.#: 111078-6
	FEIN#:
Name: PETSMART CHARITIES, INC.	Name: PETSMART VETERINARY SERVICES, INC.
Status: ACTIVE	Status: ACTIVE
Dom. State: AZ	Dom. State: DE
State I.D.#: 111094.7	State I.D.#: 00112694-06
FEIN#:	FEIN#:

	Office of the Secretary of State	FILED
	Corporations Section	In the Office of the
	P.O. Box 13697	Secretary of State of Texas
	Austin, Texas 78711-3697	SEP 28 2000
		Corporation Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List of Corporation The entity’s file number is See List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.) 800 Brazos Street, Suite 1100, Austiin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) 905 Congress Avenue, Austin, TX 78701
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: September 27, 2000

National Registered Agents, Inc

Name of registered agent

/s/ [ILLEGIBLE]

Signature of registered agent

Dennis E. Howarth, President

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas New Jersey	§
County of Mercer	§

This instrument was acknowledged before me on September 27, 2000      by

                                                                                               (date)

Dennis E Howarth

(name of person acknowledging)

(Notary Seal)

ZULMA MUNIZ HOWARTH	/s/ [ILLEGIBLE]
NOTARY PUBLIC, NEW JERSEY	Signature of Notary
TERM EXPIRES: MARCH 1, 2003	Notary Public, State of Texas

00 NAUTICA OF ALLEN, INC	1583193	1066747
00 NEWLAND ASSOCIATES ROUND ROCK, INC	1473086	1162011
00 NORBAR, INC	487860	448967
00 NVO INFORMATION SYSTEMS, INC.	1544845	1027224
00 OAK HOLDINGS, INC	1049942	731858
00 OGILVIE INSURANCE AGENCY OF TEXAS, INC	1399569	999898
00 PAIDEMAIL COM, INC	1580465	1188920
00 PALESTINE-PRINCIPAL G.P., INC	1447529	1263890
00 PERFORMANCE FOOD GROUP COMPANY OF TEXAS, INC	1426726	1084731
00 PFA FUNDING, INC	1569313	1389343
00 PLA NET COM, INC	110812	109403
00 POSCHET VENTURES, INC	1547441	1414512
00 PRHC-ENNIS G P , INC	1545698	1403818
00 PRO CATERING INC	1573723	1357660
00 PROFESSIONAL TURF PRODUCTS, INC	1395334	997913
00 PROGRESSIVE SYSTEM TECHNOLOGIES, INC	1175771	870571
00 QLOGIC ENCLOSURE MANAGEMENT PRODUCTS, INC.	1501951	1423561
00 R & B INFOSYSTEMS, INC	1567965	1221179
00 RANGER MATERIAL HANDLING CORPORATION	1509316	1300822
00 RBE-MEX CORPORATION	1468236	1035022
00 R-CHECK, INC	1115213	707103
00 REPRISE HOLDINGS, INC	431672	413304
00 RIVERHILL CAPITAL CORPORATION	1267829	1303960
00 ROBERT M CRABB, INC	1582419	1054204
00 ROBERTS & ROTH CORP.	1555202	1297114
00 ROMEO AEROMOTIVE, INC.	1532323	1132166
00 RYTECOM, INC	1590733	1409190
00 SAGE NETWORK, INC.	1579413	1426729
00 SARGE ENTERPRISES, INC.	1487118	1040226
00 SCANWELL FREIGHT EXPRESS (HOU) INC.	1450534	995490
00 SCHLUMBERGER TECHNOLOGY CORPORATION	179850	102763
00 SERAN TECHNOLOGIES, INC.	1535131	1126440
00 SIGNET DESIGN SOLUTIONS, INC	1529107	1026168
00 SPECTRUM MANAGED CARE, INC.	1411703	1091792
00 STAT STAFFING & RESOURCES, INC.	1560917	1264926
00 STRANG ROAD DEVELOPMENT, CORP.	1530412	1327470

	Office of the Secretary of State	FILED
	Corporations Section	In the Office of the
	P.O. Box 13697	Secretary of State of Texas
	Austin, Texas 78711-3697	JUL 13 2005
		Corporations Section

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.	The name of the entity is Palestine-Principal, G.P., Inc. and the file number issued to the entity by the secretary of state is 0144752900
2.	The entity is: (Check one.)

þ a business corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

o a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

o a limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

o a limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

o an out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3.	The registered office address as PRESENTLY shown in the records of the Texas secretary of state is 1614 Sidney Baker Street, Kerrville, Texas 78028
4.	þ A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	c/o CT Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201
OR o B. The registered office address will not change.
5.	The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is National Registered Agents, Inc.
6.	þ A. The name of the NEW registered agent is CT Corporation System
OR o B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

By:	/s/ [ILLEGIBLE]
	(A person authorized to sign on behalf of the entity)

INSTRUCTIONS

1.	It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it currently appears on the records of the secretary of state before submitting the statement for filing. You also may e-mail an inquiry to corpinfo@sos.state.tx.us. As information on out-of-state financial institutions is maintained on a separate database, a financial institution must call (512) 463-5701 to verify registered agent and registered office information. If the information on the form is inconsistent with the records of this office, the statement will be returned.
2.	You are required by law to provide a street address in item 4 unless the registered office is located in a city with a population of 5,000 or less. The purpose of this requirement is to provide the public with notice of a physical location at which process may be served on the registered agent. A statement submitted with a post office box address or a lock box address will not be filed.
3.	An authorized officer of the corporation or financial institution must sign the statement. In the case of a limited liability company, an authorized member or manager of a limited liability company must sign the statement. A general partner must sign the statement on behalf of a limited partnership. A person commits an offense under the Texas Business Corporation Act, the Texas Non-profit Corporation Act or the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
4.	Please attach the appropriate fee:

Business Corporation	$	15.00
Financial Institution, other than Credit Unions	$	15.00
Financial Institution that is a Credit Union	$	5.00
Non-Profit Corporation	$	5.00
Limited Liability Company	$	10.00
Limited Partnership	$	50.00

Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of the filing fee. Checks or money orders must be payable through a U.S. bank or other financial Institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.

5.

Two copies of the form along with the filing fee should be mailed to the address shown in the heading of this form. The delivery address is: Secretary of State, Statutory Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and return a file stamped copy, if a duplicate copy is provided for such purpose. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

Form No. 401
Revised 9/99

EX-3.238

Exhibit 3.238

BYLAWS
OF
PALESTINE-PRINCIPAL G.P., INC.

          1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Texas, fixed by the Board of Directors.

          2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Texas upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of ten percent of the issued and outstanding shares of capital stock entitled to vote.

          3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact.

          4. Directors. The business of the Corporation shall be managed by a Board of Directors consisting of no less than two and no more than five. Vacancies in the Board of Directors may be filled by a vote of a majority of the shareholders. Directors may be removed for or without cause by the shareholders.

          5. Meetings of the Board of Directors. Regular meetings of the Board of Directors, if any, may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board of Directors may be held at any place within or outside the State of Texas upon call of the President or any one director, which call shall set forth the date, time and place of meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance.

          6. Officers. The Board of Directors shall elect a President and a Secretary, and such other officers as it may deem appropriate. The President, Secretary, and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office, except that no person may serve as both President and Secretary. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

          7. Amendment of Bylaws. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

EX-3.239

Exhibit 3.239

Office of the Secretary of State

The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and correct copy of each document on file in this office as described below:

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP
Filing Number: 9028510

Certificate Of Limited Partnership	July 17, 1996
Change of Registered Agent/Office	November 17, 1997
Certificate of Assumed Business Name	July 24, 1998
Change of Registered Agent/Office	November 20, 1998
Certificate of Assumed Business Name	November 12, 1999
Certificate of Assumed Business Name	November 12, 1999
Certificate of Assumed Business Name	November 12, 1999
Certificate of Assumed Business Name	November 12, 1999
Abandonment of Assumed Business Name	November 29, 1999
Amended Certificate of Limited Partnership	July 27, 2000
Change of Office by Registered Agent	September 28, 2000
Change of Office by Registered Agent	October 29, 2001
Certificate of Assumed Business Name	April 10, 2002
Abandonment of Assumed Business Name	June 06, 2002
Change of Registered Agent/Office	July 13, 2005
Notice of Forfeited Rights for non-filing of Periodic Report	August 07, 2006
Certificate of Assumed Business Name	October 17, 2008
Certificate of Assumed Business Name	January 20, 2010
Certificate of Assumed Business Name	January 20, 2010
Certificate of Assumed Business Name	January 20, 2010
Change of Name or Address by Registered Agent	April 19, 2010
Certificate of Assumed Business Name	October 13, 2010

In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on March 11, 2011.

Come visit us on the internet at http://www.sos.state.tx.us/

Phone: (512) 463-5555	Fax: (512) 463-5709	Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB	TID:10266	Document: 358900740007

Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697 Hope Andrade
Secretary of State

Office of the Secretary of State

	/s/ Hope Andrade
	Hope Andrade
	Secretary of State

Come visit us on the internet at http://www.sos.state.tx.us/

Phone: (512) 463-5555	Fax: (512) 463-5709	Dial: 7-1-1 for Relay Services
Prepared by: SOS-WEB	TID:10266	Document: 358900740007

FILED
In the Office of the
Secretary of State of Texas

JULY 17 1996

[ILLEGIBLE]

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

CERTIFICATE OF LIMITED PARTNERSHIP

     This Certificate of Limited Partnership of Palestine Principal Healthcare Limited Partnership is filed pursuant to Article 6132a-1 of the Texas Revised Limited Partnership Act (“Act”):

1. The name of the limited partnership is: Palestine Principal Healthcare Limited Partnership (the “Limited Partnership”).

2 The address of the Limited Partnership’s registered office and the name of the registered agent at such address are as follows:

CT Corporation System
350 North St. Paul Street
Suite 2900
Dallas, Texas 75201

3 The address of the principal office in the United States where records of the Limited Partnership are to be kept or made available under Section 1.07 of the Act is:

Principal Hospital Company
5123 Paddock Village Court
Suite A-12
Brentwood, Tennessee 37027

4. The name, the mailing address, and the street address of the sole general partner are:

Principal Hospital Company
5123 Paddock Village Court
Suite A-12
Brentwood, Tennessee 37027

EXECUTED as of July 15, 1996

GENERAL PARTNER: Principal Hospital Company
By:	/s/ Martin S. Rash
	Martin S. Rash, President

Reports Unit
P.O. Box 12028
Austin, Texas 78711-2028 Roger Williams
Secretary of State

Office of the Secretary of State

August 7, 2006

National Registered Agents, Inc.
PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP
1614 Sidney Baker Street
Kerrville, TX 78028

Periodic Report — Second Notification Letter

Re: PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP
File Number: 9028510

Dear Registered Agent:

Our records show that the above referenced limited partnership was notified over thirty (30) days ago of the need to file with this office the report required by law. You are hereby notified that the limited partnership’s right to conduct affairs has been forfeited as of the date of this letter for failure to file the report. The limited partnership’s right to conduct affairs may be revived by submitting the attached periodic report to this office, along with the required filing fee. This periodic report should be completed and received by this office on or before December 5, 2006 to avoid the cancellation or termination of the domestic limited partnership or the cancellation or revocation of the registration of the foreign limited partnership.

One copy of the required periodic report is enclosed, along with instructions for completing the report. Make any necessary changes to the preprinted information by typing or printing the new information in the area provided. Submit the periodic report, along with the required filing fee that is shown on the attached report, to the mailing address on the report form. Please make a copy of this report prior to mailing and retain for the limited partnership’s records.

Please disregard this notice if you have mailed your document for processing within the last seven (7) days. If your records reflect that you filed the required report, please send a copy of your cancelled check showing payment of the filing fee.

For your convenience, the periodic report may be filed online through SOSDirect at http://www.sos.state.tx.us/corp/sosda/index.shtml.

If you have any questions about filing the periodic report or require assistance filing online using SOSDirect, please call 512-475-2705 or e-mail ReportsUnit@sos.state.tx.us.

Sincerely,
Reports Unit
Business and Public Filings Division

Enclosure

Come visit us on the internet @ http://www.sos.state.tx.us/

Phone: 512-475-2705 Fax: 512-463-1425 Dial: 7-1-1 for Relay Services

Office of the
Secretary of State Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

ASSUMED NAME CERTIFICATE

1. The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Palestine Principal Healthcare Limited Partnership

2. The assumed name under which the business or professional service is or is to be conducted or rendered is MEMORIAL MOTHER FRANCES HOSPITAL

3.	The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas, and the address of its registered or similar office in that jurisdiction is 4000 South Loop 256 Palestine, Texas 75802
4.	The period, not to exceed 10 years, during which the assumed name will be used is 10 years
5.	The entity is a (circle one):

Business Corporation
Non-Profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership

	If the entity is some other type of incorporated business, professional or other association, please specify below:
6.	If the entity is required to maintain a registered office in Texas, the address of the registered office is 1212 Guadalupe – Austin. Tx 78701 National Registered Agents and the name of its registered agent at such address is

The address of the principal office (if not the same as the registered office) is 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027

7. If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is                                               and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is                                               and the office address elsewhere is                                              

8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”): Anderson

/s/ [ILLEGIBLE]

Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity

State of Tennessee
County of Davidson

Before me, the undersigned authority, on this day personally appeared Howard Wall known to me to be the person who signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed.

Given under my hand and seal of office on this 22nd day of July 1998.

(Notary Seal)

/s/ [ILLEGIBLE]

Notary Public
My commission expires 1/26/02

Form No. 503
Revised 6/96

The Office of the Secretary of State does not discriminate on the basis of race, color, national origin, sex, religion, age or disability in employment or the provision of services

FILED
In the office of the
Secretary of State of Texas

NOV 20 1998

Corporations Section

Office of the
Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1. The name of the entity represented is See Attached List The entity’s file number is See Attached List

2. The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.) 1212 Guadalupe, Austin, TX 78701

3. The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) 800 Brazos, Austin, TX 78701

4. Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Executed on: November 6, 1998

National Registered Agents, Inc.

Name of registered agent

/s/ [ILLEGIBLE]

Signature of registered agent

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION OR A LIMITED LIABILITY COMPANY.

State of Texas §
County of Travis §

This instrument was acknowledged before me on         November 6, 1998          by
                                                                                                     (date)

Cheryl Roberts

(name of person acknowledging)

(Notary Seal)

	/s/ [ILLEGIBLE]
	Signature of Notary Notary Public, State of Texas

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697 FILED
In the Office of the
Secretary of State of Texas

NOV 12 1999

Corporations Section

STATEMENT OF ABANDONMENT
OF ASSUMED NAME

1. The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership is Palestine Principal Healthcare Limited Partnership and the file number, if any, assigned by the secretary of state is                                                

2. The assumed name being abandoned is Memorial Mother Frances Hospital

3. The assumed name certificate was filed in the office of the secretary of state on 7/24/98 ; an assumed name certificate also has been filed in the office of the county clerk in the following county or counties: Anderson County and Travis County

4. If the entity is required to maintain a registered office in Texas, the address of the registered office is and the name of its registered agent at such address is National Registered Agents, Inc. 800 Brazos, Suite 1100, Austin, TX 78701 The address of the principal office, if not the same as the registered office, is 105 Westwood Place, Suite 400, Brentwood, NT 37027

5. If the entity is not requried to or does not maintain a registered office in Texas, the office address in Texeas is n/a If the entity is not incorporated, organized, or associated under the laws of Texas, the address of its place of business in Texas is n/a and its office address elsewhere, if any is n/a

6. The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duly authorized the attorney-in-fact in writing to execute this document.

/s/ [ILLEGIBLE]

Signature of officer, general partner, manager,
Representative or attorney-in-fact of the entity

NOTE

This form is designed to meet statutory requirements for filing with the secretary of state and is not designed to meet filing requirements on the county level. Filing requirements for assumed name documents to be filed with the county clerk differ. Assumed name documents filed with the county clerk are to be executed and acknowledged by the filing party, which requires that the document be notarized.

Office of the		Corporations Section
Secretary of State		P O Box 13697
		Austin, Texas 78711-3697

FILED

In the Office of the

Secretary of State of Texas

NOV 12 1999

ASSUMED NAME CERTIFICATE

FILED In the Office of the Secretary of State of Texas NOV 12 1999

1. The name of the corporation, limited liability company, limited partnership, registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Palestine Principal Healthcare Limited Partnership

2. The assumed name under which the business or professional service is or is to be conducted or rendered is Palestine Regional Medical Center — West Campus

3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas, and the address of its registered or similar office in that jurisdiction is c/o National Registered Agents, Inc, 800 Brazos, Suite 1100, Austin, TX 78701

4. The period, not to exceed 10 years, during which the assumed name will be used is ten years

5. The entity is a (circle one):

Business Corporation
Non-Profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership

If the entity is some other type of incorporated business, professional or other association, please specify below:

6. If the entity is required to maintain a registered office in Texas, the address of the registered office is 800 Brazos, Suite 1100, Austin, TX 78701 and the name of its registered agent at such address is National Registered Agents, Inc

The address of the principal office (if not the same as the registered office) is 105 Westwood Place, Brentwood, TN 37027

7. If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is n/a and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is n/a and the office address elsewhere is n/a

8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”): ALL

/s/ [ILLEGIBLE]

Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity

State of TN
County of Williamson

Before me, the undersigned authority, on this day personally appeared Howard Wall known to me to be the person who signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed.

Given under my hand and seal of office on this 8th day of November 1999

(Notary Seal)

/s/ [ILLEGIBLE]

Notary Public
My Commission expires March 24, 2001

Form No. 503
Revised 6/96

The Office of the Secretary of State does not discriminate on the basis of race, color, national origin, sex, relegion, age or disability in employment or the provision of services

Office of the		Corporations Section
Secretary of State		P O Box 13697
		Austin, Texas 78711-3697

FILED

In the Office of the

Secretary of State of Texas

NOV 12 1999

ASSUMED NAME CERTIFICATE

1.	The name of the corporation, limited liability company, limited partnership, of registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Palestine Principal Healthcare Limited Partnership
2.	The assumed name under which the business or professional service is or is to be conducted or rendered is Palestine Regional Home Care
3.	The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas, and the address of its registered or similar office in that jurisdiction is c/o National Registered Agents, Inc, 800 Brazos Suite 1100, Austin, Tx 78701
4.	The period, not to exceed 10 years, during which the assumed name will be used is ten years
5.	The entity is a (circle one):

Business Corporation
Non-Profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership

If the entity is some other type of incorporated business, professional or other association, please specify below:

6. If the entity is required to maintain a registered office in Texas, the address of the registered office is 800 Brazos, Suite 1100, Austin, TX 78701 and the name of its registered agent at such address is National Registered Agents, Inc
The address of the principal office (if not the same as the registered office) is 105 Westwood Place, Brentwood, TN 37027

7. If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is n/a and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is n/a and the office address elsewhere is n/a

8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”):
all

/s/ [ILLEGIBLE]

Signature of officer, general partner, manager, 

representative or attorney-in-fact of the entity 

State of TN

County of Williamson

Before me, the undersigned authority, on this day personally appeared Howard Wall known to me to be the person who signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed.

Given under my hand and seal of office on this 8^th day of November 1999

     (Notary Seal)

/s/ [ILLEGIBLE]

Notary Public 

Form No. 503
Revised 6/96

The Office of the Secretary of State does not discriminate on the basis of race, color,
national origin, sex, religion, age or disability in employment or the provision of services

Office of the		Corporations Section
Secretary of State		P.O Box 13697
		Austin, Texas 78711-3697

FILED

In the Office of the

Secretary of State of Texas

NOV 12 1999

ASSUMED NAME CERTIFICATE

1.	The name of the corporation, limited liability company, limited partnership of registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Palestine Principal Healthcare Limited Partnership
2.	The assumed name under which the business or professional service is or is to be conducted or rendered is Palestine Regional Medical Center
3.	The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas, and the address of its registered or similar office in that jurisdiction is c/o National Registered Agents, Inc, 800 Brazos Suite 1100 Austin, Texas 78701
4.	The period, not to exceed 10 years, during which the assumed name will be used is ten years
5.	The entity is a (circle one):

Business Corporation
Non-Profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership

If the entity is some other type of incorporated business, professional or other association, please specify below:

6. If the entity is required to maintain a registered office in Texas, the address of the registered office is 800 Brazos Suite, 1100, Austin, TX 78701 and the name of its registered agent at such address is National Registered Agents, Inc
The address of the principal office (if not the same as the registered office) is 105 Westwood Place, Brentwood, TN 37027

7. If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is n/a and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is n/a and the office address elsewhere is n/a

8. The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”):
all

/s/ [ILLEGIBLE]

Signature of officer, general partner, manager, 

representative or attorney-in-fact of the entity 

State of TV

County of Williamson

Before me, the undersigned authority, on this day personally appeared Howard Wall known to me to be the person who signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed.

Given under my hand and seal of office on this 8th day of November 1999

(Notary Seal)

/s/ [ILLEGIBLE]

Notary Public 

Form No. 503
Revised 6/96

The Office of the Secretary of State does not discriminate on the basis of race, color,
national origin, sex, religion, age or disability in employment or the provision of services

Office of the		Corporations Section
Secretary of State		P.O. Box 13697
		Austin, Texas 78711-3697

FILED

In the Office of the

Secretary of State of Texas

NOV 29 1999

ASSUMED NAME CERTIFICATE

1.	The name of the corporation, limited liability company, limited partnership of registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is PALESTINE PRINCIPAL HEALTHCARE LIMITED [ILLEGIBLE]
2.	The assumed name under which the business or professional service is or is to be conducted or rendered is PARKVIEW HOME HEALTH

3. The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas, and the address of its registered or similar office in that jurisdiction is

4. The period, not to exceed 10 years, during which the assumed name will be used is 10 years

5. The entity is a (circle one):

Business Corporation
Non-Profit Corporation
Professional Corporation
Professional Association
Limited Liability Company
Limited Partnership
Registered Limited Liability Partnership

If the entity is some other type of incorporated business, professional or other association, please specify below:

6. If the entity is required to maintain a registered office in Texas, the address of the registered office is 800 BRAZOS SUITE 1100 AUSTIN, TEXAS 78701 and the name of its registered agent at such address is National Registered Agents, Inc
The address of the principal office (if not the same as the registered office) is 105 Westwood Place, Ste 400, Brentwood, TN 37027

7.	If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas is,                      and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is                      and the office address elsewhere is
8.	The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”): ALL

/s/ [ILLEGIBLE]  

Signature of officer, general partner, manager,
representative or attorney-in-fact of the entity
Howard T Wall
 

State of TENNESSEE

County of DAVIDSON

Before me, the undersigned authority, on this day personally appeared Howard T Wall known to me to be the person who signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed.

Given under my hand and seal of office on this 22^nd day of November 1999

     (Notary Seal)

/s/ [ILLEGIBLE]  

Notary Public
 

Form No. 503
Revised 6/96

     The Office of the Secretary of State does not discreminate on the basis of race, color, national origin, sex, religion, age or disability in employment or the provision of services

	FILED
	In the Office of the
CERTIFICATE OF AMENDMENT	Secretary of State of Texas
TO THE	JUL 27 2000
CERTIFICATE OF LIMITED PARTNERSHIP	Corporations Section

Pursuant to the provisions of Section 2.02 of the Texas Revised Limited Partnership Act, the undersigned limited partnership desires to amend its certificate of limited partnership and for that purpose submits the following certificate of amendment.

1. The name of the limited partnership is Palestine Principal Healthcare Limited Partnership.

2. The certificate of limited partnership is amended as follows: Principal Hospital Company is removed as general partner, Palestine-Principal G.P., Inc. is substituted as general partner. The address of the General Partner is, 105 Westwood Place, Suite 400, Brentwood, TN 37027

Dated: July 26, 2000

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP
By:	Province Healthcare Company (f/k/a Principal Hospital Company), its original General Partner
	By:	/s/ Howard T. Wall
		Name:	Howard T. Wall
		Title:	S.V.P & Secretary
By:	Palestine-Principal G.P., Inc., its current General Partner
	By:	/s/ Howard T. Wall
		Name:	Howard T. Wall
		Title:	V. P. & Secretary

	Office of the Secretary of State	FILED
	Corporations Section	In the Office of the
	P.O. Box 13697	Secretary of State of Texas
	Austin, Texas 78711-3697	SEP 28 2000
		Corporations Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of entity represented is See Attached List of Limited Partnerships The entity’s file number is See List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.)
	800 Brazos Street, Suite 1100, Austiin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)
	905 Congress Avenue, Austin, TX 78701
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: September 27, 2000

National Registered Agents, Inc.  

Name of registered agent 

/s/ [ILLEGIBLE]

Signature of registered agent  

Dennis E. Howarth, President 

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, COMPLETE THE FOLLOWING ACKNOWLEDGEMENT. AN ACKNOWLEDGEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas New Jersey §
County of Mercer              §

This instrument was acknowledged before me on	September 27, 2000	by
	(date)
Dennis E. Howarth
(name of person acknowledging)

     (Notary Seal)

/s/ [ILLEGIBLE]  

Signature of Notary 

Notary Public, State of Texas 

ZULMA MUNIZ HOWARTH
NOTARY PUBLIC, NEW JERSEY
TERM EXPIRES MARCH 1, 2003

Domestic and Foreign Limited Parnerships
Registered Agent: National Registered Agents, Inc.
Dated: 9/27/00

TYPE		ENTITY NAME	File #		Sequence #
	10	ADVANCED ENERGY INDUSTRIES TEXAS, L.P.		128581		1775984
	10	ANC-ROUND ROCK ASSETS I, LP		127443		1750475
	10	ANC-ROUND ROCK ASSETS II, LP		127444		1761922
	10	AO FAMILY LIMITED PARTNERSHIP		132628		1657409
	10	BRIGHT-MEYERS LUBBOCK ASSOCIATES, L.P.		81101		1701467
	10	BRIGHT-MEYERS WACO ASSOCIATES, L.P.		88526		1637767
	10	CALPINE HIDALGO ENERGY CENTER, LP.		109006		1581619
	10	CALPINE/GENTEX LOST PINES OPERATIONS, L.P.		124120		1719586
	10	CENTRAL EXPRESSWAY COMMERCIAL CENTER #1, LTD.		25284		1731041
	10	CHANCELLOR CREEK-MCKINNEY, L.P.		120146		1749639
	10	CLEAR LAKE COGENERATION LIMITED PARTNERSHIP		52262		1711761
	10	CPN TEXAS CENTRAL FUELS, L.P.		112793		1601681
	10	DALLAS DENITECH LIMITED		120483		1599689
	10	DFW DENITECH LIMITED		120451		1634031
	10	F & E AIRCRAFT MAINTENANCE (DALLAS, TEXAS), LIMITED PARTNERSHIP		133763		1718002
	10	HARRIS-ALLEN, L P		111016		1658598
	10	JOHN MCSTAY INVESTMENT COUNSEL		34490		1776125
	10	MAJESTIC FORT WORTH PARTNERS, L.P.		131124		1599950
	10	MAJESTIC LAREDO PARTNERS, L P		119570		1667132
	10	MATUSCHKA SERVICES (TEXAS), LTD.		37716		1624876
	10	MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP		98406		1665543
	10	MILANO APARTMENTS, L.P.		96451		1767038
	10	MILLER & STRAUSS, LTD		137623		1716984
	10	MRM REAL ESTATE ASSOCIATES L P		112727		1718487
	10	NEWLAND COMMUNITIES TEXAS, LP		128704		1574054
	10	NHI-REIT OF TEXAS, LP		100639		1629636
	10	NNP-GRAYSON LAKES, LP		132428		1670331
	10	NNP-SEVEN MEADOWS, LP		137627		1660389
	10	NNP-TERAVISTA, LP		104643		1760928
	10	NNP-TV COMMUNITIES, LP		127445		1631238
	10	PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP		90285		1730403
	10	PERFORMANCE FOOD GROUP OF TEXAS, L.P		94311		1732494

	Office of the Secretary of State	FILED
	Corporations Section	in the Office of the
	P.O. Box 13697 Austin, Texas 78711-3697	Secretary of State of Texas
		OCT 29 2001
		Corporations Section

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1.	The name of the entity represented is See Attached List
	The entity’s file number is See Attached List
2.	The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the secretary of state.) 905 Congress Avenue, Austin, TX 78701
3.	The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.) 1614 Sidney Baker Street, Kerrville, TX 78028
4.	Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 10/19/01

National Registered Agents, Inc.  

Name of registered agent 

/s/ [ILLEGIBLE]

Signature of registered agent 

Dennis E. Howarth, President  

IF THE ENTITY REPRESENTED IS A LIMITED PARTNERSHIP, THE STATEMENT MUST BE NOTARIZED. NOTARIZATION OF THE STATEMENT IS NOT REQUIRED IF THE ENTITY IS A CORPORATION, FINANCIAL INSTITUTION OR A LIMITED LIABILITY COMPANY.

State of Texas               §
County of __________ §

Subscribed and sworn to before me on		by
	(date)
(name of person sworn)

     (Notary Seal)

Signature of Notary
Notary Public, State of Texas
 

STATUTORY REPRESENTATION	M/A/R/C INC.	TX
STATUTORY REPRESENTATION	MADISON TECHNOLOGIES INC.	TX
STATUTORY REPRESENTATION	MAJESTIC MINING INC.	TX
STATUTORY REPRESENTATION	MANSKE DEVELOPMENT MANAGEMENT INC.	TX
STATUTORY REPRESENTATION	MARGO SAWYER INC.	TX
STATUTORY REPRESENTATION	MAX GREEN INC.	TX
STATUTORY REPRESENTATION	MEDIA & PUBLIC RELATIONS GROUP INC.	TX
STATUTORY REPRESENTATION	MEMBAR INC.	TX
STATUTORY REPRESENTATION	MEMBERS CONSUMER NETWORK ASSOCIATION INC.	TX
STATUTORY REPRESENTATION	METOKOTE HOLDINGS INC.	TX
STATUTORY REPRESENTATION	MEXIA-PRINCIPAL INC.	TX
STATUTORY REPRESENTATION	MICRO ASSOCIATES INC.	TX
STATUTORY REPRESENTATION	MID COAST SECURITY & INVESTIGATIONS INC.	TX
STATUTORY REPRESENTATION	MILLS CUSTOM HOMES INC.	TX
STATUTORY REPRESENTATION	MISSIONWOOD MANAGEMENT INC.	TX
STATUTORY REPRESENTATION	MODULUS TECHNOLOGIES INC.	TX
STATUTORY REPRESENTATION	MONGOOSE TECHNOLOGY INC.	TX
STATUTORY REPRESENTATION	MSS-LASCO INC.	TX
STATUTORY REPRESENTATION	MUSICIANS PLANET TEXAS INC.	TX
STATUTORY REPRESENTATION	MZM USA INC.	TX
STATUTORY REPRESENTATION	NATIONAL HOMEBUYER EDUCATIONAL TRAINING CENTER.	TX
STATUTORY REPRESENTATION	NATIONAL INSTITUTE OF ANXIETY AND STRESS INC.	TX
STATUTORY REPRESENTATION	NAUTICA JEANS OF SAN MARCOS INC.	TX
STATUTORY REPRESENTATION	NAUTICA OF ALLEN INC.	TX
STATUTORY REPRESENTATION	NES PARTNERS INC.	TX
STATUTORY REPRESENTATION	NEWLAND ASSOCIATES ROUND ROCK INC.	TX
STATUTORY REPRESENTATION	NORBAR INC.	TX
STATUTORY REPRESENTATION	NORTH STAR CHRISTMAS LIGHTING INC.	TX
STATUTORY REPRESENTATION	NVO INFORMATION SYSTEMS INC.	TX
STATUTORY REPRESENTATION	OAK HOLDINGS INC.	TX
STATUTORY REPRESENTATION	OGILVIE INSURANCE SERVICES OF TEXAS INC.	TX
STATUTORY REPRESENTATION	OPTIM INC.	TX
STATUTORY REPRESENTATION	PACKAGING & DISPLAY SOLUTIONS LLC	TX
STATUTORY REPRESENTATION	PAIDEMAIL.COM INC.	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL GP INC.	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL HEALTHCARE LIMITED PARTNE.	TX
STATUTORY REPRESENTATION	PALESTINE-PRINCIPAL INC.	TX

	Office of the Secretary of State	FILED
	Corporations Section	In the office of the
	P.O. Box 13697	Secretary of State of Taxas
	Austin, Texas 78711-3697	JUL 13 2005
		Corporation Section

CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1.	The name of the entity is Palestine Principal Healthcare Limited Partnership and the file number issued to the entity by the secretary of state is 0009028510
2.	The entity is: (Check one.)

o a business corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, as provided by the Texas Business Corporation Act.

o a non-profit corporation, which has authorized the changes indicated below through its board of directors or by an officer of the corporation so authorized by its board of directors, or through its members in whom management of the corporation is vested pursuant to article 2.14C, as provided by the Texas Non-Profit Corporation Act.

o a limited liability company, which has authorized the changes indicated below through its members or managers, as provided by the Texas Limited Liability Company Act.

þ a limited partnership, which has authorized the changes indicated below through its partners, as provided by the Texas Revised Limited Partnership Act.

o an out-of-state financial institution, which has authorized the changes indicated below in the manner provided under the laws governing its formation.

3.	The registered office address as PRESENTLY shown in the records of the Texas secretary of State is 1614 Sidney Baker Street, Kerrville, Texas 78028
4.	þ A. The address of the NEW registered office is: (Please provide street address, city, state and zip code. The address must be in Texas.) c/o C T Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201
	OR
	o B. The registered office address will not change.
5.	The name of the registered agent as PRESENTLY shown in the records of the Texas secretary of state is National Registered Agents, Inc.

6.	þ A. The name of the NEW registered agent is C T Corporation System
	OR
	o B. The registered agent will not change.

7. Following the changes shown above, the address of the registered office and the address of the office of the registered agent will continue to be identical, as required by law.

By:	/s/ [ILLEGIBLE]
	(A person authorized to sign on behalf of the entity)

INSTRUCTIONS

1.	It is recommended that you call (512) 463-5555 to verify the information in items 3 and 5 as it currently appears on the records of the secretary of state before submitting the statement for filing. You also may e-mail an inquiry to corpinfo@sos.state.tx.us. As information on out-of-state financial institutions is maintained on a separate database, a financial institution must call (512) 463-5701 to verify registered agent and registered office information. If the information on the form is inconsistent with the records of this office, the statement will be returned.
2.	You are required by law to provide a street address in item 4 unless the registered office is located in a city with a population of 5,000 or less. The purpose of this requirement is to provide the public with notice of a physical location at which process may be served on the registered agent. A statement submitted with a post office box address or a lock box address will not be filed.
3.	An authorized officer of the corporation or financial institution must sign the statement. In the case of a limited liability company, an authorized member or manager of a limited liability company must sign the statement. A general partner must sign the statement on behalf of a limited partnership. A person commits an offense under the Texas Business Corporation Act, the Texas Non-Profit Corporation Act or the Texas Limited Liability Company Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
4.	Please attach the appropriate fee:

Business Corporation	$	15.00
Financial Institution, other than Credit Unions	$	15.00
Financial Institution that is a Credit Union	$	5.00
Non-Profit Corporation	$	5.00
Limited Liability Company	$	10.00
Limited Partnership	$	50.00

Personal checks and MasterCard®, Visa®, and Discover® are accepted in payment of the filing fee. Checks or money orders must be payable through a U.S. bank or other financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.

5.

Two copies of the form along with the filing fee should be mailed to the address shown in the heading of this form. The delivery address is: Secretary of State, Statutory Filings Division, Corporations Section, James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and return a file stamped copy, if a duplicate copy is provided for such purpose. The telephone number is (512) 463-5555, TDD: (800) 735-2989, FAX: (512) 463-5709.

Form No. 401
Revised 9/99
[ILLEGIBLE] — 6/7/00 C T System Online

	Office of the Secretary of State	FILED
	Corporations Section	In the Office of the
	P.O. Box 13697	Secretary of State of Texas
	Austin, Texas 78711-3697	APR 10 2002
		Corporations Section

ASSUMED NAME CERTIFICATE
FOR FILING WITH THE SECRETARY OF STATE

1.	The name of the corporation, limited liability company, limited partnership, or registered limited liability partnership as stated in its articles of incorporation, articles of organization, certificate of limited partnership, application for certificate of authority or comparable document is Palestine Principal Healthcare Limited Partnership
2.	The assumed name under which the business or professional service is or is to be conducted or rendered is Palestine Regional Rehabilitation Hospital
3.	The state, country, or other jurisdiction under the laws of which it was incorporated, organized or associated is Texas and the address of its registered or similar office in that Jurisdiction is 1614 Sidney Baker Street, Kerrville, Texas 78028
4.	The period, not to exceed 10 years, during which the assumed name will be used is Ten Years
5.	The entity is a (check one):
	A.

o Business Corporation	o Non-Profit Corporation
o Professional Corporation	o Professional Association
o Limited Liability Company	þ Limited Partnership
o Registered Limited Liability Partnership

B. If the entity is some other type business, professional or other association that is incorporated, please specify below (e.g., bank, savings and loan association, etc.) N/A

6. If the entity is required to maintain a registered office in Texas, the address of the registered office is 1614 Sidney Baker Street, Kerrville. Texas 78028 and the name of its registered agent at such address is National Registered Agents, Inc. The address of the principal office (if not the same as the registered office) is 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027

7.	If the entity is not required to or does not maintain a registered office in Texas, the office address in Texas N/A and if the entity is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is N/A and the office address elsewhere is N/A
8.	The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “ALL” or “ALL EXCEPT”) Anderson
9.	The undersigned, if acting in the capacity of an attorney-in-fact of the entity, certifies that the entity has duly authorized the attorney-in-fact in writing to execute this document.

By:	/s/ [ILLEGIBLE]
	Signature of officer, general partner, manager,
	representative or attorney-in-fact of the entity

NOTE

[ILLEGIBLE]

Form No. 503
Revised 9/99

STATE OF TEXAS TENNESSEE
COUNTY OF Williamnson

Before me on this 8^th day of April 2002, personally appeared Howard T. Wall and acknowledged to me that       he/she executed the foregoing certificate for the purposes therein expressed.

My Commission Expires:	/s/ [ILLEGIBLE]
09/25/2009	Notary Public, State of Texas Tennessee

FILED
In the Office of the
Secretary of State of Texas

OCT 17 2008

Corporations Section

Form 503
(Revised 01/06)
Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709

Filing Fee: $25
Assumed Name Certificate

Assumed name

The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Palestine Regional Medical Center EMS

Entity Information

The name of the entity filing the assumed name is: Palestine-Principal Healthcare Limited Partnership

State the name of the entity as currently shown in the records of the secretary of state or on its certificate of formation, if not filed with the secretary of state.

The filing entity is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Professional Corporation
o Nonprofit Corporation	o Professional Limited Liability Company
o Cooperative Association	o Professional Association
o Limited Liability Company	þ Limited Partnership
o Other

               Specify type of entity if there is no check box applicable.

The file number, if any, issued to the filing entity by the secretary of state is:

The state, country, or other jurisdiction of formation is: Texas

The registered or similar office of the entity in the jurisdiction of formation is:

þ The entity is required to maintain a registered office and agent in Texas. The address of its registered office in Texas and the name of the registered agent at such address is:
350 North St. Paul Street, Dallas TX 75201

C T Corporation System

The address of the principal office of the entity (if not the same as the registered office) is:

103 Powell Court, Suite 200, Brentwood, TN 37027

o The entity is not required to maintain a registered office and agent in Texas. Its office address in

4

in Texas is:

o The entity is not incorporated, organized or associated under the laws of Texas. The address of the principal place of business in this
state is:

The office address of the entity is: 103 Powell Court, Suite 200, Brentwood, TN 37027

Period of Duration

þ The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.
OR
o The period during which the assumed name will be used is                      years from the date of filing with the secretary of state (not to exceed 10 years).
OR
oThe assumed name will be used until                           (not to exceed 10 years).

mm/dd/yyyy

County or Counties in which Assumed Name Used

The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:                    

o Only the following counties:                    

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: 10-9-08

[ILLEGIBLE]  

Secretary 

Signature and title of authorized person(s)(see instructions) 

5

This space reserved for office use.

FILED
In the Office of the
Secretary of State of Texas

JAN 20 2010

Corporations Section

Form 503
(Revised 09/09)

Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: $25
Assumed Name Certificate

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Parkview Home Health

Entity Information

2. The legal name of the entity filing the assumed name is: Palestine Principal Healthcare Limited Partnership

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Limited Liability Company
o Nonprofit Corporation	þ Limited Partnership
o Professional Corporation	o Limited Liability Partnership
o Professional Association	o Cooperative Association
o Other

     Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is:

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The registered office or similar office address of the entity in its jurisdiction of formation is:

350 North St. Paul Street
Street Address

Dallas
  City TX
State USA
Country 75201
Zip or Postal Code

7. The entity’s principal office address in Texas is: (See instructions.)

2900 South Loop 256
Street Address Palestine  
City TX 75801
Zip or Postal Code

8. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:

Street Address City State Zip or Postal Code

4

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.
OR
o 9b. The period during which the assumed name will be used is                      years from the date of filing with the secretary of state (not to exceed 10 years).
OR
o 9c. The assumed name will be used until                           (not to exceed 10 years).

mm/dd/yyyy

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: December 28, 2009

[ILLEGIBLE]  

Secretary  

Signature of a person authorized by law to sign on behalf of the identified entity (see instructions) 

5

Form 503
(Revised 09/09)

Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: $25
Assumed Name Certificate This space reserved for office use.

FILED
In the Office of the
Secretary of State of Texas

JAN 20 2010

Corporations Section

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Palestine Regional Home Care

Entity Information

2. The legal name of the entity filing the assumed name is: Palestine Principal Healthcare Limited Partnership

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Limited Liability Company
o Nonprofit Corporation	þ Limited Partnership
o Professional Corporation	o Limited Liability Partnership
o Professional Association	o Cooperative Association
o Other

     Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is: ___________

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The registered office or similar office address of the entity in its jurisdiction of formation is:

350 North St. Paul Street
Street Address

Dallas	TX	USA	75201
City	State	Country	Zip or Postal Code

7. The entity’s principal office address in Texas is: (See instructions.)

2900 South Loop 256	Palestine	TX	75801
Street Address	City		Zip or Postal Code

8. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:

Street Address City State Zip or Postal Code

Form 503

RECEIVED

JAN 20 2010

Secretary of State

4

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is ______ years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o 9c. The assumed name will be used until _________________________(not to exceed 10 years).

mm/dd/yyyy                                         

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: December 28, 2009

/s/ Mary Kim E. Shipp

Secretary
Signature of a person authorized by law to sign on
behalf of the identified entity (see instructions)
 

5

Form 503 (Revised 09/09)	Assumed Name Certificate	This space reserved for office use.
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $25		FILED In the Office of the Secretary of State of Texas JAN 20 2010 Corporations Section

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: Palestine Regional Medical Center

Entity Information

2. The legal name of the entity filing the assumed name is: Palestine Principal Healthcare Limited Partnership

State the name of the entity as currently shown in the records of the secretary of state or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Limited Liability Company
o Nonprofit Corporation	þ Limited Partnership
o Professional Corporation	o Limited Liability Partnership
o Professional Association	o Cooperative Association
o Other

Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is:                    

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The registered office or similar office address of the entity in its jurisdiction of formation is:

350 North St. Paul Street Street Address

Dallas
  City TX
  State USA
  Country 75201
  Zip or Postal Code

7. The entity’s principal office address in Texas is: (See instructions.)

2900 South Loop 256
  Street Address Palestine
  City TX   75801
  Zip or Postal Code

8. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:

  Street Address   City   State   Zip or Postal Code

     RECEIVED
     JAN 20 2010
     Secretary of State

4

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is ______ years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o 9c. The assumed name will be used until _________________________(not to exceed 10 years).

mm/dd/yyyy                                         

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: December 28, 2009

/s/ Mary Kim E. Shipp

Secretary
Signature of a person authorized by law to sign on
behalf of the identified entity (see instructions)
 

5

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
(Form 408) Filed in the Office of the
Secretary of State of Texas
Filing #: 9028510 04/19/2010
Document #: 304508730562
Image Generated Electronically

STATEMENT OF CHANGE OF
ADDRESS OF REGISTERED AGENT

1. The name of the entity represented is
     PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

The entity’s filing number is 9028510

2. The address at which the registered agent has maintained the registered office address for such entity is: (Please provide street address, city, state and zip code presently shown in the records of the Secretary of State.)

350 N. St. Paul St., Dallas, TX 75201

3. The address at which the registered agent will hereafter maintain the registered office address for such entity is: (Please provide street address, city, state and zip code. The address must be in Texas.)

350 N. St. Paul St., Ste. 2900, Dallas, TX 75201-4234

4. Notice of the change of address has been given to said entity in writing at least 10 business days prior to the submission of this filing.

Date: 04/19/2010

                              CT Corporation System

                                   Name of Registered Agent

                              Kenneth Uva, Vice President

                                    Signature of Registered Agent

FILING OFFICE COPY

Form 503 (Revised 09/09)	Assumed Name Certificate	This space reserved for office use. FILED In the Office of the Secretary of State of Texas OCT 13 2010 Corporations Section
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $25

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: HomePoint Health Services

Entity Information

2. The legal name of the entity filing the assumed name is: Palestine Principal Healthcare Limited Partnership

State the name of the entity as currently shown in the records of the secretary of stale or on its organizational documents, if not filed with the secretary of state.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

o For-profit Corporation	o Limited Liability Company
o Nonprofit Corporation	o Limited Partnership
o Professional Corporation	o Limited Liability Partnership
o Professional Association	o Cooperative Association
o Other

     Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of state is:                    

5. The state, country, or other jurisdiction of formation of the entity is: Texas

6. The registered office or similar office address of the entity in its jurisdiction of formation is:

350 N. St. Paul Street Street Address

Dallas	TX	USA	75201
City	State	Country	Zip or Postal Code

7. The entity’s principal office address in Texas is: (See instructions.)

2900 South Loop 256.	Palestine	TX	75801
Street Address	City		Zip or Postal Code

8. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is:

Street Address City State Zip or Postal Code

4

Period of Duration

þ 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OR

o 9b. The period during which the assumed name will be used is ______ years from the date of filing with the secretary of state (not to exceed 10 years).

OR

o 9c. The assumed name will be used until _________________________(not to exceed 10 years).

mm/dd/yyyy                                         

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are:

þ All counties

o All counties with the exception of the following counties:

o Only the following counties:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: September 28, 2010

/s/ Mary Kim E. Shipp

Secretory
Signature of a person authorized by law to sign on
behalf of the identified entity (see instructions)
 

5

Exhibit 3.240

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

FIRST AMENDMENT TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

     THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (the “First Amendment”) is effective as of the dates set forth in Section 8 hereof, and made by and among Palestine-Principal G.P., Inc., a Texas corporation, as the substituted general partner (the “General Partner”), and those other persons identified on Schedule A as limited partners (collectively, the “Limited Partners” and each, a “Limited Partner”). The General Partner and the Limited Partners may hereafter be sometimes referred to collectively as “Partners” or individually as a “Partner.”

BACKGROUND

     Pursuant to the Amended and Restated Agreement of Limited Partnership dated as of June 30, 1997 (the “Partnership Agreement”), Palestine Principal Healthcare Limited Partnership (the “Partnership”) currently has one general partner and two limited partners. Pursuant to Schedule A to the Partnership Agreement, Palestine-Principal G.P., Inc., the general partner, is listed as owning a 1% general partnership interest in the Partnership. Palestine-Principal, Inc. (“PPI”), one of the limited partners, is listed as owning a 94% limited partnership interest in the Partnership. The other limited partner, Mother Frances Hospital Regional Health Care Center, is listed as owning a 5% limited partnership interest in the Partnership. The Partnership originally owned and operated one hospital, Memorial Mother Frances Hospital (“Memorial Hospital”).

     On the 1st day of October, 1999, the Partnership purchased a new hospital, Trinity Valley Medical Center (“Trinity Valley Hospital”) for a purchase price of approximately $44,335,318. (Memorial Hospital and Trinity Valley Hospital subsequently merged into one hospital known as “Palestine Regional Medical Center.” In addition, a new rehabilitation hospital (the “Rehab Hospital”) was opened on the old Memorial Hospital campus The Rehab Hospital and “Palestine Regional Medical Center” shall hereinafter sometimes be collectively referred to as the “Hospitals” and individually as a “Hospital.) The purchase price for Trinity Valley Hospital was funded solely by the General Partner and by PPI. Mother Frances Hospital Regional Health Care Center did not contribute its proportionate share of the purchase price. Consequently, each Partner’s percentage interest in the Partnership has changed since the date of the Partnership Agreement.

     Moreover, pursuant to a Plan of Merger dated as of the 31st day of December, 2001, PPI will be merged into its affiliate, Principal Hospital Company of Nevada, Inc. (“Principal-Nevada”). As a result of the merger, Principal-Nevada will become a substituted limited partner in the Partnership.

     The Partners therefore desire to amend the Partnership Agreement to: 1) substitute Principal-Nevada as a substitute Limited Partner in place of PPI; 2) to adjust each Partner’s partnership percentages to reflect the contributions made in connection with the Trinity Valley Hospital purchase; and 3) to amend the list of actions requiring the approval of all of the Class A Limited Partners; and 4) to name committees to which the General

EX-3.240

Partner may delegate certain functions and powers pursuant to the terms of Section 4.1 of the Partnership Agreement.

     The General Partner provided written notice of this First Amendment to the Limited Partners pursuant to the terms of Section 5.11 of the Partnership.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable, consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Principal-Nevada as Substituted Limited Partner. Pursuant to Section 4.7(k) of the Partnership Agreement, the Partnership Agreement is hereby amended so that Principal-Nevada shall replace PPI as a Limited Partner of the Partnership. Principal-Nevada shall succeed to all of the rights and obligations of PPI under the Partnership Agreement.

     2. Partnership Percentages. Pursuant to Sections 2.2 and 4.7 of the Partnership Agreement, Schedule A to the Partnership Agreement, showing each Partner’s name, address, capital contributions, percentage interest and number of units, is hereby deleted in its entirety and replaced by the new Schedule A attached to this First Amendment and incorporated herein by reference. Such new Schedule A is intended to reflect the substitution of Principal-Nevada for PPI due to the merger, and the agreed upon profit and loss sharing percentage interests of the Partners as of October 1, 1999 and thereafter.

     3. Option to Increase Partnership Interest. Mother Frances Hospital Regional Health Care Center may in the future desire to contribute additional capital in order to retain its partnership interest in the Partnership to 5%. The Partners hereby agree that Mother Frances Hospital Regional Health Care Center shall have an option to increase its limited partner’s interest in the Partnership up to 5% on or before December 31, 2005; provided, however, that Mother Frances Hospital Regional Health Care Center’s rights under Article VI shall not be modified or restricted by virtue of this provision.

     4. Amendment to Decisions Requiring Approval of Class A Limited Partners.

     (i) Subsections (h) and (i) of Section 4.9 of the Partnership Agreement are hereby deleted in their entirety, and the remaining subsections of that Section 4.9 shall be re-lettered accordingly.

     (ii) A new subsection 4.11 shall be added to the Partnership Agreement as follows:

     4.11. Strategic Relations Committee. There shall be a strategic relations committee (the “Strategic Relations Committee”) of the Partnership. The Strategic Relations Committee shall be comprised of at least five (5) members, which members must include the president of Trinity Mother Frances Health System, the chief operating officer of Trinity Mother Frances Health System, the Chairman of Palestine Regional Medical Center’s local Governing Board, the regional vice president of Province Healthcare Company in charge of the Hospitals, and the chief executive officer of

2

Palestine Regional Medical Center. The Strategic Relations Committee shall have the responsibility of naming the board members of each Hospital’s Board of Trustees, and such other duties as the General Partner shall delegate. The Strategic Relations Committee shall meet as often as necessary, but at least four (4) times per year.

     (iii) A new subsection 4.12 shall be added to the Partnership Agreement as follows:

     4.12 Appointment of Boards of Trustees. The Board of Trustees of each Hospital (Palestine Regional Medical Center and the Rehab Hospital) shall include no more than ten (10) members, and each Trustee appointment must be nominated by the Strategic Relations Committee and approved by the General Partner and the Class A Limited Partners. Each Board of Trustees shall be empowered to adopt bylaws to facilitate the orderly discharge of its responsibilities, subject to final approval by the General Partner and the Class A Limited Partners.

     (iv) A new Subsection 4.13 shall be added to the Partnership Agreement as follows:

     4.13 Actions Delegated to Hospital Boards of Trustees. The following day to day or operational aspects relating to the Hospitals owned and operated by the Partnership shall be delegated to the Board of Trustees of each Hospital:

     a. approval of medical staff bylaws;

     b. physician or other medical personnel credentialing;

     c. adoption of policies, procedures, or any other measures required for (i) accreditation by the Joint Commission on Accreditation of Healthcare Organizations; (ii) participation in Medicare, Medicaid and any other government-sponsored healthcare programs, and (iii) maintenance of facility licensure and any other licenses or certifications requires under state or federal law; and

     d. approval of a risk management plan and oversight of risk management activities, provided that any confessions of judgment against the partnership must be approved by the General Partner and the Class A Limited partners.

     All action listed in items a-d above taken by the Hospital Board of Trustees shall be reported to, and included on the quarterly agenda of, the Partnership for information purposes.

     (v) A new subsection 4.14 shall be added to the Partnership Agreement as follows:

     4.14. Partnership Board. Pursuant to the terms of Section 4.1 hereof, the General Partner hereby delegates the day to day governance and

3

operations of the Partnership (other than those items delegated to each Hospital’s Board of Trustees pursuant to Section 4.13 hereof) to a partnership board (the “Partnership Board”) consisting of at least five representatives. Two of the representatives must be from Trinity Mother Frances Health System, and three representatives must be representatives of Province Healthcare Company. The two representatives of Trinity Mother Frances Health System shall consist of the president and the chief operating officer, and the three representatives of Province Healthcare Company shall consist of the president of Province Healthcare Company, the Province regional vice president having authority over the Hospitals, and the chief executive officer of Palestine Regional Medical Center. The Partnership Board shall meet as often as necessary, but at least once per year.

     5. Definitions. Unless otherwise defined herein, terms shall have the meanings ascribed to them in the Partnership Agreement.

     6. Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be considered an original, but all of which together shall be and constitute one and the same amendment.

     7. Other Provisions. Except as amended hereby, the Partnership Agreement shall remain unmodified and in full force and effect.

     8. Effectiveness. With respect to the substitution of limited partners set forth in Section 1 hereof, this First Amendment shall be effective as of the 31^st day of December, 2001. With respect to the provisions addressing partnership percentages (sections 2 and 3 hereof), this First Amendment shall be effective as of the 31^st day of October 1999 (the date of the Partnership’s purchase of Trinity Valley Hospital). With respect to all other provisions of this First Amendment, this First Amendment shall be effective as of the first day of September, 2001. Except as specifically amended herein, the Amended and Restated Agreement of the Limited Partnership shall remain in full force and effect, and the Partners shall continue to function in the same manner in which they have functioned prior to this First Amendment. The parties shall continue to work together to define and implement strategic initiatives to benefit patients in the service area of each of the Partners. This First Amendment shall be binding upon and shall inure to the benefit of the parties and their heirs, representatives, successors and assigns.

4

     IN WITNESS WHEREOF, the undersigned have hereunto signed this First Amendment to the Amended and Restated Agreement of Limited Partnership.

GENERAL PARTNER: PALESTINE-PRINCIPAL G.P., INC. a Texas corporation
By:	/s/ [ILLEGIBLE]
	Title:
CLASS A LIMITED PARTNERS: PALESTINE-PRINCIPAL, INC., a Tennessee corporation
By:	/s/ [ILLEGIBLE]
	Title:
MOTHER FRANCES HOSPITAL REGIONAL HEALTH CARE CENTER, a Texas not-for-profit corporation
By:
	Title:
SUBSTITUTED CLASS A LIMITED PARTNER: PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC., a Nevada corporation
By:	/s/ [ILLEGIBLE]
	Title:

5

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

          THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of June 30, 1997 by and among PHC OF DELAWARE, INC. formerly known as Principal Hospital Company (the “Original General Partner”), a Delaware corporation with its principal place of business at 109 Westpark Drive, Suite 180, Brentwood, TN 37027, Attn: President, as the original general partner, Palestine-Principal G.P., Inc. (the “General Partner”), a Texas corporation with its principal place of business at 109 Westpark Drive, Suite 180, Brentwood, TN 37027, Attn: President, as the substituted general partner, and those other persons identified on Schedule A as limited partners (the “Limited Partners”),

WITNESSETH:

          WHEREAS, the Original General Partner and Palestine-Principal, Inc. and Mother Frances Hospital Regional Health Care Center as the original limited partners (together, the “Original Limited Partners”) formed the Partnership pursuant to that certain Agreement of Limited Partnership dated July 17, 1996 (the “Original Partnership Agreement”); and

          WHEREAS, the Original General Partner desires to resign as the general partner of the Partnership, the General Partner desires to be admitted as the substituted general partner of the Partnership, and the Original Limited Partners consent and agree to such resignation and substitution; and

          WHEREAS, the Original General Partner, the General Partner and the Original Limited Partners desire to amend and restate the Original Partnership Agreement.

          NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Original General Partner, the General Partner and the Original Limited Partners amend and restate the Original Partnership Agreement as follows:

ARTICLE I

General

          1.1. Formation.

          The Original General Partner and the Original Limited Partners formed the Partnership under and pursuant to the Texas Revised Limited Partnership Act (the “Act”), caused a Certificate of Limited Partnership to be filed in the Office of the Secretary of State of Texas on July 17, 1996, and have complied with all other legal requirements to form and operate the

Partnership. Except as stated in this Agreement, the Act shall govern the rights and liabilities of the Partnership.

          1.2. Withdrawal of the Original General Partner. Effective upon the full execution of this Agreement, the Original General Partner will withdraw from the Partnership with no further claim or right to any interest in the Partnership as general partner, and the General Partner shall be admitted as the substituted general partner of the Partnership.

          1.3. Name.

          The name of the Partnership shall be Palestine Principal Healthcare Limited Partnership. The business of the Partnership may be conducted under any name or names chosen by the General Partner in its discretion from time to time and reflected in an amendment to the Certificate of Limited Partnership duly recorded in the Office of the Secretary of State of Texas.

          1.4. Term.

          The term of the Partnership began on the date of the filing of the Certificate of Limited Partnership with the Office of the Secretary of State of Texas, and shall continue until December 31, 2036 unless earlier terminated in accordance with the provisions hereof or as provided by law.

          1.5. Registered Office and Registered Agent.

          The registered office of the Partnership shall be located at 350 St. Paul Street, Suite 2900, Dallas, Texas 75201, and the Partnership’s registered agent for service of process at such location shall be CT Corporation System. The location of the Partnership’s registered office and identity of the registered agent may be changed from time to time by the General Partner, without the necessity of obtaining consent from any Limited Partners, upon filing a statement of change with the Office of the Secretary of State of Texas in the manner provided in the Act.

          1.6. Filings.

          The General Partner and the Limited Partners, acting either directly or through the General Partner as attorney-in-fact or through such person or persons as the General Partner may appoint as attorney-in-fact, shall sign and file such additional and further certificates, affidavits and other documents, and amendments thereto, as may be necessary to enable the Partnership to continue to conduct its business.

          1.7. Purpose.

          The purpose of the Partnership shall be (i) to own and operate the Project; and (ii) to conduct such other activities as may be necessary or appropriate to promote the business of the Partnership, it being agreed that each of the foregoing is an ordinary part of the Partnership’s business; provided however, the Partnership shall not engage in any activities which are not in conformance with the Ethical and Religious Directives for Catholic Health Care

2

Services as approved by the National Conference of Catholic Bishops or are inconsistent with the mission and philosophy of the Sisters of the Holy Family of Nazareth.

          1.8. Powers.

          The Partnership shall have all powers reasonably necessary to achieve its purposes hereunder. Without limiting the foregoing, the Partnership is expressly authorized to do the following:

     (a) acquire, by purchase or otherwise, the Project;

     (b) take and hold property, real, personal and mixed, in the Partnership’s name;

     (c) enter into any agreement with any person, firm or corporation, including the General Partner, or any Affiliate of the General Partner, requiring such person to perform services for the Partnership or to assist the General Partner in the management of the Partnership or its business, provided approval of the Partners is received and further provided:

     (i) the compensation to be paid to the General Partner or any of its Affiliate shall be consistent with the provisions of this Agreement,

     ii) the services to be performed shall be appropriate for the management of the Partnership or its business, and

     iii) the agreement shall be no less favorable to the Partnership than it would be if negotiated on an arm’s-length basis with an independent third party;

     (d) borrow money from third parties, the General Partner or Affiliates of the General Partner, but excluding other limited partnerships sponsored by Affiliates of the General Partner, and issue evidences of indebtedness in furtherance of any or all of the purposes of the Partnership, and secure the same by grant of security interests in assets of the Partnership,

     (e) open and maintain one or more Partnership bank accounts in which all monies received by the Partnership shall be deposited;

     (f) lease, sell, exchange, refinance or grant an option for the sale of all or any portion of the real or property of the Partnership, including the Project, at such rental, price or amount, for cash, securities or other property, and upon such terms as the General Partner may deem appropriate;

3

     (g) execute and deliver deeds, deeds of trust, notes, leases, subleases, mortgages, bills of sale, financing statements, security agreements, easements and any and all other instruments appropriate to the conduct of the Partnership’s business and the financing thereof;

     (h) lend its funds or make guarantees of others upon such terms as the General Partner shall determine, but excluding loans to, or guarantees of, the General Partner and any of its affiliates, including other limited partnerships sponsored by Affiliates of the General Partner;

     (i) retain counsel, accountants, financial advisers and other professional personnel; and

     (j) engage in such other activities and incur such other expenses as may be necessary or appropriate for the furtherance of the Partnership’s purposes, and execute, acknowledge and deliver any and all instruments necessary to the foregoing.

          1.9. Principal Place of Business.

          The principal place of business of the Partnership shall be located at 4000 South Loop 256, Palestine, TX 75802, Attn: President. The General Partner may from time to time by notice to all Partners change the address of the principal place of business of the Partnership.

          1.10. Liability of Partners.

          No Limited Partner, by virtue of being a limited partner hereunder, shall be personally liable for the debts, liabilities or obligations of the Partnership beyond the extent of such Limited Partner’s capital contribution, together with the undistributed share of net profits of the Partnership from time to time credited to such Limited Partner’s capital account. The amount of cash and other property contributed by a Limited Partner are the only contributions that a Limited Partner shall be required to make to the Partnership for the satisfaction of the debts, liabilities or obligations of the Partnership.

          The General Partner shall not be personally liable to any Limited Partner for repayment of capital contributions of the Limited Partner or, except as expressly provided in this Agreement, have any obligation to make any advance or contribution of capital to the Partnership. The General Partner, however, is liable for all recourse obligations, unlike Limited Partners, who have no such personal liability, either to third parties, to the Partnership or to other Partners, except as stated above or otherwise required by the Act.

          1.11. Definitions.

          As used herein, the following terms have the indicated meanings:

     (a) “Act” shall have the meaning set forth in Section 1.1 hereof.

4

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

     (j) “Distributable Cash” means, for the applicable period, net income of the Partnership (other than capital contributions), plus depreciation and amortization, plus or minus an amounts retained as a reserve in the sole discretion of the General Partner, minus principal payments on long term debt, all as determined in accordance in accordance with generally accepted accounting principles.

     (k) “General Partner” means Palestine-Principal G.P., Inc., a Texas corporation, together with any additional or substitute General Partner admitted pursuant to the provisions of this Agreement.

     (l) “Limited Partners” means the persons admitted pursuant to the provisions of this Agreement, but excluding assignees of Limited Partners as to which the General Partner has not consented to substitution.

     (m) “Management Agreement” means the management agreement of even date herewith between the Original General Partner and the Partnership, as the same may be amended and/or assigned by the Original General Partner from time to time.

     (n) “Mother Frances” means Mother Frances Hospital Regional Health Care Center.

     (o) “Original General Partner” means PHC of Delaware, Inc. formerly known as Principal Hospital Company, a Delaware corporation.

     (p) “Partners” means collectively the General Partner and the Limited Partners. Reference to a “Partner” shall mean any one of the Partners.

     (q) “Partnership” means the Limited Partnership continued by this Agreement.

     (r) “Partnership Capital” means the total of the Capital Contributions of the Partners, as hereinafter set forth, as adjusted to reflect income, gains, losses, withdrawals and distributions. Capital contributions of property shall be valued at net fair market value as of the date of contribution.

     (s) “Percentage Interest” means, as to a Partner, the percentage obtained by dividing the Units of such Partner by an amount equal to the total Units of all Partners; provided, however, if the Class B Limited Partners, as a class, own more than nineteen percent (19%) of the total Units outstanding at any time, then the aggregate Percentage Interest of the Class B Limited Partners shall be nineteen percent (19%) and the Percentage Interest of the General Partner and the other Limited Partners, as a class, shall be eighty one percent (81%). In such event, each Partner’s Percentage Interest shall be equal to the percentage obtained

6

                    (b) “Adverse Terminating Event” means, with respect to any Class C Limited Partner, any Class B Limited Partner or any person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner, any of the following:

     1. The Class C Limited Partner, the Class B Limited Partner or person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner has breached the terms and conditions of this Agreement, including without limitation, violating the restrictions with respect to ownership of an interest in a Competing Business as set forth in Article 11 or the transfer restrictions set forth in Article 5, as determined in the reasonable discretion of the General Partner; or

     2. The Class C Limited Partner, the Class B Limited Partner or such person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner has disrupted the affairs of the Partnership or has acted adversely to the best interests of the Partnership, as determined in the reasonable discretion of the General Partner.

     (c) “Affiliate” means (i) any person directly or indirectly controlling, controlled by or under common control with another person; (ii) any person owning or controlling ten percent (10%) or more of the outstanding voting securities of such other person; (iii) any officer, director or partner of such person; and (iv) if such other person is an officer, director or partner, any company for which such person acts in any such capacity.

     (d) “Capital Account” shall have that meaning assigned pursuit to Section 2.4 hereof.

     (e) “Capital Contribution” means the amount contributed to the Partnership by each Partner.

     (f) “Class A Limited Partners” shall mean (i) PPI and Mother Frances, (ii) any permitted transferees of PPI and Mother Frances who do not otherwise qualify as Class B Limited Partners, and (iii) any Person who is hereafter admitted as a Class A Partner. “Class A Limited Partner” means any one of the Class A Limited Partners.

     (g) “Class B Limited Partners” means those Limited Partners who are Qualified Purchasers. “Class B Limited Partner” means any one of the Class B Limited Partners.

     (h) “Class C Limited Partners” means those Limited Partners who are management level employees of the Partnership or the General Partner, or any Affiliate thereof. “Class C Limited Partner” means any one of the Class C Limited Partners.

5

by dividing the number of Units owned by such Partner by the number of Units owned by all of the Partners in the same class as such Partner (with the Class B Limited Partners being treated as one class and the General Partner and the other Limited Partners being treated as one class), multiplied by eighty one percent (81%) with respect to the General Partner and the Class A Limited Partners and multiplied by nineteen percent (19%) with respect to the Class B Limited Partners. The Partners hereby agree that their Percentage Interests shall constitute their interests in the Partnership profits for purposes of determining their respective shares of the Partnership’s “excess nonrecourse liabilities” (within the meaning of section 1.752-3(a)(3) of the Regulations).

     (t) “PPI” shall mean Palestine-Principal, Inc.

     (u) “Project” shall mean Memorial Hospital, a 103 bed general hospital in Palestine, Texas.

     (v) “Qualified P.C.” shall mean a professional corporation, a professional limited liability company, a professional registered limited liability partnership or other professional partnership, all of whose members, shareholders or partners are physicians who are members of the medical staff of the Project (as defined in the medical staff bylaws of the Project, as amended from time to time).

     (w) “Qualified Purchasers” means physicians who are members of the medical staff of the Project (as defined in the medical staff bylaws of the Project, as amended from time to time) and Qualified P.C.s. In addition, the term Qualified Purchaser shall also include any Qualified Retirement Plan. “Qualified Purchaser” means any one of the Qualified Purchasers.

     (x) “Qualified Retirement Plan” shall mean any 401(k) or other retirement plan which is wholly owned by one or more Qualified Purchasers or a Qualified P.C.

     (y) “Retirement” means a Class B Limited Partner who attains the age of sixty-two (62) and who is no longer engaged in the practice of medicine, either full-time or part-time, in the State of Texas.

     (z) “Securities Act” means the Securities Act of 1933, as amended, or any similar law then in effect.

     (aa) “Terminating Event” means, with respect to any Class C Limited Partner, any Class B Limited Partner, or any person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner, any of the following:

7

     1. The Class C Limited Partner, the Class B Limited Partner or such person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner has died or become permanently disabled; or

     2. The Class C Limited Partner, the Class B Limited Partner or such person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner is taking or acquiescing to the taking of any action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law affecting the rights or remedies of creditors generally, as in effect from time to time. For the purpose of this definition, the term “acquiescing” shall include, without limitation, the failure to file within the time specified by law, an answer or opposition to any proceeding commenced against such Class C Limited Partner, Class B Limited Partner or such person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner under any such law and a failure to file, within thirty (30) days after its entry, a petition, answer or motion to vacate or to discharge any order, judgment or decree providing for any relief under any such law.

     (bb) “Trailing EBITDA” means the earnings before income taxes, depreciation and amortization of the Partnership for the most recently ended fiscal year of the Partnership, all of which components shall be determined in accordance with generally accepted accounting principles using the accrual method of accounting applied on a basis consistent with the preceding period (using the Partnership’s current accounting policies).

     (cc) “Valuation Amount” means the product of the Partnership’s Trailing EBITDA for the most recently completed fiscal year multiplied by five (5), less any Partnership debt, including without limitation capital leases, all as determined in accordance with generally accepted accounting principles using the accrual method of accounting applied on a basis consistent with the preceding period (using the Partnership’s current accounting policies).

     (dd) “Valuation Price” means the Valuation Amount divided by the number of Units outstanding as of the date of the Valuation Amount.

ARTICLE II

Capital Contributions

2.1. Capital Contributions.

The capital contributed or agreed to be contributed by each Partner is set forth in Schedule A attached to this Agreement.

8

          2.2. Additional Capital Contributions.

     2.2.1. If the General Partner and the Class A Limited Partners unanimously determine that the Partnership requires additional capital contributions, each of the Partners shall contribute the funds required according to such Partner’s Percentage Interest. The total amount and timing of such additional capital contributions shall be determined by the General Partner and the Class A Limited Partners. Unless otherwise specified by the General Partner and the Class A Limited Partners in the determination of additional capital contribution, the General Partner shall specify the payment date for additional capital contributions upon ten days prior written notice to the Partners consistent with such determination.

     2.2.2. Notwithstanding the foregoing, at the election of Mother Frances, PPI shall contribute the entire additional capital contribution on behalf of Mother Frances, in which event such additional capital contribution shall be treated as a loan to Mother Frances followed by a contribution of capital by Mother Frances. Amounts up to $250,000 treated as loaned by PPI to Mother Frances shall bear interest at the Prime Rate plus one percent (1%), and amounts exceeding $250,000 shall bear interest at the Prime Rate plus one and one-half percent (1^1/2%).

     2.2.3. Notwithstanding the foregoing, no Class B Limited Partner shall be required to make such additional capital contribution, provided that if any Class B Limited Partner elects not to make such additional capital contribution (a “Noncontributing Partner”), PPI shall have the right to contribute to the Partnership the amount of cash that the Noncontributing Partner or Partners failed to contribute.

     2.2.4. The Partners shall have thirty (30) days from the General Partner’s request in which to elect to make or not make such additional capital contributions. Effective as of the end of such thirty (30) day period, the Partners’ Percentage Interests shall be adjusted, as follows: each Partner’s Percentage Interest thereafter shall be equal to a fraction (converted to a percentage), the numerator of which is equal to such Partner’s “Base Amount” and the denominator of which is equal to the sum of the Base Amounts of all the Partners. For purposes hereof, each Partner’s Base Amount shall be equal to the sum of (1) the amount of cash contributed to the Partnership by such Partner in respect of the current call for capital (including amounts contributed under Section 2.2.3), plus (2) the product of (x) the Partner’s Percentage Interest (as in effect immediately before the capital call in question) multiplied by (y) the Valuation Amount of as of the date of such capital call. The number of Units held by each Partner shall be adjusted automatically to reflect any change in the Partners’ Percentage Interests under this Section.

9

     2.2.5. The provisions of this Section 2.2 constitute an agreement among the Partners only and are not intended to create any right or interest on behalf of any person who is not a Partner or require any Partner to make a capital contribution for the benefit of any person who is not a Partner.

          2.3. Withdrawal and Return of Contributions.

          No Partner shall have the right to withdraw his contribution or to receive any funds or property of the Partnership except as specifically provided in this Agreement. No Partner shall have the right to demand and receive property other than cash in return for his contributions.

          2.4. Effect of Transfer of Partnership Interest.

          The Partnership will maintain for each Partner an account to be designated its “capital account,” which will be determined and maintained throughout the full term of the Partnership, in accordance with the capital accounting rules of Treasury Regulation Section 1.704-1 (b)(2)(iv) including any amendments thereto or successor regulations.

          2.5. No Interest on Capital.

          No interest shall be paid on capital contributions or on balances in capital accounts.

          2.6. Effect of Transfer of Partnership Interest.

          Upon the transfer by any Partner of any or all of its Partnership interest, pursuant to the provisions of Article V or Article VI of this Agreement, the proportionate amount of its respective capital account balance, determined in accordance with Section 2.4 hereof, shall be transferred to the transferee of such Partnership interest; provided, however, that no transfer of any Partnership interest shall, in and of itself, relieve the transferor of any obligation to the Partnership, including, but not limited to, such transferor’s obligation, if any, to contribute to the capital of the Partnership.

ARTICLE III

Allocation of Income and Loss: Cash Distributions

          3.1. Distribution of Distributable Cash.

          Distributable Cash shall be apportioned among and distributed to the Partners in proportion to their Percentage Interest. The first such distribution shall be made on or before May 31, 1997. The second such distribution shall be made on or before August 31, 1997. The third such distribution shall be made on or before November 30, 1997. Thereafter, distributions shall be made on or before the last day of each January, April, July and October.

10

          3.2. Profits and Losses.

          “Profits” and “Losses” means for each fiscal year or other period, an amount equal to the Partnership’s taxable income or loss for such year or period, determined in accordance with Code Section 703(a). For this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss, with the following adjustments:

     (a) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this Section 3.3 shall be added to such taxable income or loss; and

     (b) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuit to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses pursuant this Section 3.3 shall be subtracted from such taxable income or loss.

          3.3. Allocation of Profits and Losses.

     3.3.1. Except to the extent provided in Sections 3.4 hereof, the Profits of the Partnership shall be allocated as follows:

     (a) First, to the Partners in proportion to their negative capital accounts until all negative capital accounts are eliminated;

     (b) Next, to the Partners until their capital accounts are in proportion to their Percentage Interest;

     (c) All remaining Profits shall be allocated to the Limited Partners and the General Partner in proportion to their Percentage Interest.

     3.3.2. The Losses of the Partnership shall be allocated to the Limited Partners and the General Partner in proportion to their Percentage Interest.

          3.4.  Special Allocations.

     3.4.1. In the event the Limited Partners unexpectedly receive any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1 (b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to the Limited Partners in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative capital account created by such adjustments, allocations or distributions as quickly as possible. For purposes of the preceding sentence, Partners’ Capital Accounts shall be reduced for the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6). The provisions of this Section 3.4.1 are intended to comply with the requirements of

11

Treasury Regulation Section 1.704-1(b), including any amendments or successor regulations thereto, and shall be so interpreted.

     3.4.2. If there is a net decrease in Partnership minimum gain as defined in Regulation Section 1.704-2(d) during a Partnership taxable year, then each Partner must be allocated items of income and gain for each year in an amount equal to such Partner’s share of the net decrease in Partnership minimum gain as computed under Regulation Section 1 .704-2(g)(2). The provisions of this Section 3.4.2 are intended to comply with the requirements of Regulation Section 1.704-2, including any amendments or successor regulations thereto, and shall be so interpreted.

     3.4.3. Notwithstanding any provision of this Article to the contrary, to the extent allocations of loss or deductions to a Limited Partner would cause such Limited Partner to have a negative Capital Account balance, or increase the negative balance in a Limited Partner’s Capital Account, such loss or deduction shall be allocated among those Limited Partners with positive Capital Account balances to the extent thereof and in proportion thereto, with any remaining loss or deduction being allocated to the General Partner. For the purposes of this Section 3.4.3 distributions made prior to or contemporaneous with any allocation to a Limited Partner shall be reflected in such Partner’s Capital Account prior to making such allocation to such Partner, and a Partner’s Capital Account shall be credited to the extent (i) such Partner is unconditionally obligated to make additional contributions to the Partnership; (ii) such Partner is unconditionally obligated to fund a deficit in his Capital Account upon liquidation; and (iii) such Partner is deemed to be obligated to restore his Capital Account balance pursuant to Regulation Sections 1.704-2(s)(1) and 1.704-2(i)(5).

     3.4.4. In no event shall the General Partner’s interest in each item of income, gain, loss, deduction or credit be less than one percent (1%) of each such item at all times during the existence of the Partnership.

          3.5. Allocation for Purposes of Nonrecourse Liabilities.

          Solely for purposes of Regulation Sections 1.752-3(a)(3), Partnership profits shall be allocated to the Limited Partners and the General Partner in proportion to their Percentage Interest.

          3.6. Modification.

          The General Partner, without the consent of the Limited Partners, may modify the provisions of Article III hereof or any other provisions of this Agreement if, after consultation with counsel to the Partnership, the General Partner determines that such modification is necessary to (i) cause the allocations conned in Article III to have substantial economic effect or otherwise be respected for federal income tax purposes under Section 704 of the Code; (ii) cause the allocation of Profits and Losses under Article III hereof to conform, in accordance with the requirements of Section 704 of the Code, to the distributions provided

12

in Article III; or (iii) cause the provisions of the Agreement to comply with any applicable legislation, regulation or rule enacted or promulgated after the date of this Agreement, which change is necessary to enable the Partnership to carry out its purposes in the manner contemplated by this Agreement. Any such amendment shall be so as to cause the least significant deviation from the provisions of this Agreement as originally set forth.

          3.7. Consequences of Distributions.

          Upon the determination to distribute funds in any manner expressly provided in this Article III, made in good faith, the General Partner shall incur no liability on account of such distribution, even though such distribution may have resulted in the Partnership retaining insufficient funds for the operation of its business which insufficiency resulted in loss to the Partnership or necessitated the borrowing of funds by the Partnership.

          3.8. Partner Admission Date: Allocation of Profits. Losses and Distributions in Respective Partnership Interest Transferred.

          A purchaser of the Partnership interest of a Limited Partner shall become a Limited Partner on the date on which that both (a) its capital contribution has been received, and (b) its subscription has been accepted by the General Partner. If all or any portion of a Partnership interest is transferred during any fiscal year of the Partnership, Profits or Losses attributable to such Partnership interest for such fiscal year shall be divided and allocated between a transferor and the transferee based on the time each such party was, according to the books and records of the Partnership, the owner of record of the Partnership interest transferred during the year in which the transfer occurs utilizing any permissible convention selected by the General Partner.

          3.9. Distributions of Cash on New Issuances of Class B Units.

          If additional Class B Limited Partner Units (“Class B Units”) are issued by the Partnership pursuant to Section 5.11 below, the cash paid to the Partnership for such Units shall be distributed by the Partnership to PPI or the current Class B Limited Partners, all as more fully set forth in this Section 3.9. The Partners agree that any such issuance and distributions constitute, and shall be reported as, a sale by the Partners receiving such cash to the newly admitted Class B Limited Partners.

     (a) In the event that, immediately prior to the issuance of the additional Units the aggregate Percentage Interest of the Class B Limited Partners is less than nineteen percent (19%), PPI shall be deemed to have sold to the newly admitted Class B Limited Partners a portion of the Units then held by PPI, such portion to be determined as follows:

     i) If the number of Units issued to the newly admitted Class B Limited Partners, when added to the number of Units held by the current Class B Limited Partners, does not exceed nineteen percent (19%) of the total number of Units held by all Partners immediately prior to the issuance of the new Class B Units, PPI shall be deemed to have sold to

13

the newly admitted Class B Limited Partners the Units purchased by such Partners pursuant to Section 5.11. In such event, the cash paid to the Partnership by the newly admitted Class B Limited Partners shall be distributed to PPI and the number of Units deemed held by PPI shall be correspondingly reduced.

     ii) If the number of Units issued to the newly admitted Class B Limited Partners, when added to the number of Units held by the current Class B Limited Partners exceeds nineteen percent (19%) of the total number of Units held by all Partners, then, the following procedure shall be implemented:

     1. The number of each Partner’s Units shall be multiplied by a fraction, the numerator of which is the aggregate number of Units outstanding after the issuance of the Units to the newly admitted Class B Partners, and the denominator of which is the aggregate number of Units outstanding prior the issuance of the Units to the newly admitted Class B Partners.

     2. PPI and all of the current Class B Limited Partners shall be deemed to have sold a portion of their Units, as adjusted, in accordance with the following formula:

     a. PPI shall be deemed to have sold to the newly admitted Class B Limited Partners, the number of Units it holds, as adjusted, which is in excess of the product of (i) eighty-one percent (81%) minus the aggregate Percentage Interest of the General Partner and Mother Francis, and (ii) the aggregate number of Units outstanding after the issuance of the Units to the newly admitted Class B Limited Partners, and the number of Units deemed held by PPI shall be correspondingly reduced.

     b. The existing Class B Limited Partners shall be deemed to have sold the remaining number of Units issued to the newly admitted Class B Limited Partners, and the number of Units deemed held by the existing Class B Limited Partners.

3. The cash paid to the Partnership by the newly admitted Class B Limited Partners shall be distributed to PPI and the existing Class B Limited Partners in proportion to the number of Units they are deem to have sold to the newly admitted Class B Limited Partners.

14

     iii) By way of illustration, if PPI owns 94 Units, Mother Frances owns 5 units, and the General Partner owns 1 Unit, and at such time, new Class B Limited Partners are issued 15 new Class B Units, PPI would be deemed to have sold 15 Units to the new Class B Limited Partners (representing the reduction in its Percentage Interest from ninety four percent (94%) to seventy nine percent (79%). Based upon the foregoing, the cash paid by the new Class B Limited Partners shall be distributed by the Partnership to PPI.

     iv) By way of further illustration, if the General Partner owns 1 Unit, Mother Frances owns 5 Units, the current Class B Limited Partners own 15 Units, and PPI owns 79 Units, at such time, new Class B Limited Partners are issued 10 new Class B Units, then:

     1. The number of Units owned by the General Partner shall be increased to 1.1 (1 times 110/100), the number of Units owned by Mother Frances shall be increase to 5.5 (5 times 110/100), the number of Units owned by the existing Class B Limited Partners shall be increased to 16.5 (15 times 110/100) and the number of Units owned by PPI shall be increased to 86.9 (79 times 110/100).

     2. PPI shall be deemed to have sold 4.4 Units to the newly admitted Class B Limited Partners (86.9 minus (75 times 110)).

     3. The existing Class B Limited Partners shall be deemed to have sold 5.6 Units to the newly admitted Class B Limited Partners (10 minus 4.4).

     4. Forty-four percent (4.4/10) of the cash paid to the Partnership by the newly admitted Class B Limited Partners shall be distributed to PPI and fifty-six percent (56%) of the cash paid to the Partnership by the newly admitted Class B Limited Partners shall be distributed to the existing Class B Limited Partners.

     5. After such transaction, the Percentage Interests of the Partners shall be as follows:

General Partner	1	%	(1.1/110	)
Mother Frances	5	%	(5.5/110	)
Class B Limited Partners
Existing	9.90		(10.9/110	)
Newly Admitted	9.09	%	(10/110	)
Total	19	%	(20.9/110	)
PPI	75	%	(82.5/110	)

15

          (b) If the old Class B Limited Partners own nineteen percent (19%) or more of the total number of Units outstanding at the time new Class B Units are issued pursuant to Section 5.11, the old Class B Limited Partners shall be deemed to have sold a portion of their interests in the Partnership to the new Class B Limited Partners and all of the cash contributed by the new Partners shall be distributed solely to the old Class B Limited Partners.

          (c) In the event that PPI or the Class B Limited Partners are deemed to have sold a portion of their Units or interest in the Partnership pursuant to this Section 3.9, the new Class B Limited Partner shall be deemed to have acquired or assumed a corresponding portion of the Capital Accounts(s) of PPI or such Class B Limited Partners, and neither the old Limited Partners’ nor the new Limited Partners’ Capital Accounts shall be increased or decreased by the amount of cash contributed to, or distributed by, the Partnership.

          (d) All sales deemed made by, and all distributions required to be made to, PPI or the old Class B Limited Partners shall be apportioned among such Partners on the basis of the number of (i) the Class A Units or (ii) the Class B Units owned by them, respectively.

          3.10. Distributions of Cash on New Issuances of Class C Units.

          If additional Class C Limited Partner Units (“Class C Units”) are issued by the Partnership, PPI shall be deemed to have sold to the newly admitted Class C Limited Partners the Units purchased by such Partners pursuant to Section 5.12, below. In such event, the cash paid to the Partnership by the newly admitted Class C Limited Partners shall be distributed to PPI and the number of Units deemed held by PPI shall be correspondingly reduced. The new Class C Limited Partner shall be deemed to have acquired or assumed a corresponding portion of the Capital Account of PPI, and neither PPI’s nor the new Class C Limited Partners’ Capital Accounts shall be increased or decreased by the amount of cash contributed to, or distributed by, the Partnership.

ARTICLE IV

Rights, Duties and Obligations of the General Partner

          4.1. General Partner to Manage Business.

          Subject to Section 4.8 hereof, the General Partner shall manage and control the business of the Partnership with full, exclusive and complete discretion in the management and control of said business, and shall make all decisions affecting said business. The Limited Partners, as such, shall not and shall have no right or power to take part in the control of the business, affairs and/or operations of the Partnership. The General Partner may, from time to time, delegate any or all of such responsibilities to third parties which, under the General Partner’s supervision, will perform such acts and services for the Partnership as the General Partner may approve.

16

          4.2. Powers of the General Partner.

          Subject to Section 4.8 hereof, the General Partner shall have all powers necessary or desirable to carry out the purposes, business and objectives of the Partnership and its duties as set forth herein and all of the power and authority in connection therewith as may be specifically stated in this Agreement or as may be otherwise provided by law. The General Partner specifically has the power and authority to execute agreements, at the Partnership’s expense and in its name, for the acquisition of the Project and the Financing in connection therewith.

          4.3. Tax Matters Partner.

          The General Partner shall serve as the Tax Matters Partner pursuit to Section 6231(a)(7)(A) of the Code, and shall take such action as may be required to register such status with the Internal Revenue Service. The Tax Matters Partner (“TMP”) is responsible for all administrative and judicial proceedings for the assessment and collection of tax deficiencies or the read of tax overpayments arising out of a Partner’s distributive share of items of income, deduction, credit and/or of any other Partnership item (as that term is defined in the Code or in regulations issued by the Internal Revenue Service) allocated to the Partners affecting any Partner’s tax liability. The TMP shall promptly give notice to all Partners of any administrative or judicial proceedings pending before the Internal Revenue Service involving any Partnership item and the progress of any such proceeding. Such notice shall be in compliance with such regulations as are issued by the Internal Revenue Service. The TMP shall have all the powers provided to a tax matters partner in Sections 6221 through 6233 of Code, including the specific power to extend the statute of limitations with respect to any matter which is attributable to any Partnership item or affecting any item pending before the Internal Revenue Service and to select the forum to mitigate any issue or liability arising from Partnership items. The TMP may resign his position by giving thirty (30) days written notice to all Partners, whereupon the Partners shall designate a new TMP. The TMP shall be entitled to reimbursement for any and all reasonable expenses incurred with respect to any administrative and/or judicial proceedings affecting the Partnership.

          4.4. Duties of the General Partner.

     4.4.1. The General Partner shall use its best efforts to carry out the purposes, business and objectives of the Partnership; shall devote such time to Partnership business as shall be reasonably required to carry out such purposes, business and objectives; and shall use its best efforts to assure the efficient management and operation of the Partnership.

     4.4.2. The General Partner shall supervise the preparation and filing of the tax returns of the Partnership; shall, on behalf of the Partnership, make such tax elections and determinations as appear to be appropriate; and shall advise the Limited Partners of their shares of tax liabilities.

17

     4.4.3. The General Partner shall cause the Partnership at all times to maintain such insurance, in such amounts and against such other risks, as the General Partner deem advisable to protect the Partnership.

     4.4.4. The General Partner shall maintain separate Financial accounts so that the funds of the Partnership shall be kept separate and will not be commingled with any other funds.

          4.5. Compensation of the General Partner and its Affiliates.

          The General Partner shall receive no compensation for its services as General Partner, except that the General Partner shall be entitled to its interest in Profits, Losses, and Cash Flow as set forth elsewhere in this Agreement. The General Partner shall be entitled to receive repayment of any moneys lent the Partnership, together with interest, if any, provided in connection with any such loan. The General Partner shall be entitled to receive reimbursement for expenses as set forth in Article IX hereof. Affiliates of the General Partner shall be entitled to receive reasonable compensation for services rendered to the Partnership, provided the Class A Partners approve the terms of the services and compensation and the requirements of Section 1.8(c) are met.

          4.6. Other Interests of Partners.

          Except as set forth in Article XI, any Partner may engage in other business including business of a nature which is the same as or similar to the business of this Partnership without duty or obligation to account to the Partnership in connection therewith. Any Partner may, in his individual capacity, lend money to or otherwise deal with the Partnership and shall have no liability or obligation to the Partnership in connection with such dealings unless the dealings are manifestly unfair or the benefits received by such Partner are unreasonable.

          4.7. Amendment of Partnership Agreement.

          Except as set forth below, no amendment to this Agreement shall be made without the consent of the Class A Partners. Notwithstanding the foregoing, amendments to reflect any one or more of the following events may be made by the General Partner when required in order to carry out the other provisions of this Agreement and to comply with law and no such amendments shall require the vote, approval or written consent of any of the other Partners:

(a)	Transfer of any limited partnership interest pursuant to Article V or VI.
(b)	Change in the name of the Partnership, the location of the principal place of business of the Partnership, the name or place of residence of a Partner, the location of the Partnership’s registered office or the identity of the Partnership’s registered agent.
(c)	Substitution of a Limited Partner pursuant to Article V or VI.
(d)	Correction of a nonsubstantive error in this Agreement; and

18

(e) Amendments necessary to cause the Agreement to comply with applicable law, regulation or rule; including, but not limited to, any amendment deemed necessary by the General Partner to permit the Partnership to be treated as a partnership for federal income tax purposes.

      4.8. Major Decisions Requiring Unanimous Partner Approval.

          Notwithstanding anything herein to the contrary, the following described actions shall be referred to as “Major Decisions” and shall require the affirmative approval of all of the Partners:

(a)	Any act in contravention of this Agreement.
(b)	Any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement.
(c)	The knowing performance of any act that would subject any Limited Partner to liability as a General Partner in any jurisdiction.

       4.9. Certain Decision Requiring Approval of Class A Limited Partners.

       Notwithstanding anything herein to the contrary, the following described actions shall require the affirmative approval of the General Partner and the Class A Limited Partners.

(a)	The replacement, modification, consolidation, refinancing or extension of any mortgage or other Financing instrument covering any property owned by the Partnership.
(b)	Confessing a judgment against the Partnership in connection with any threatened or pending legal action.
(c)	Dissolution or liquidation of the Partnership.
(d)	The sale, lease, or transfer of all or substantially all of the Partnership’s assets.
(e)	The filing of a voluntary petition or initiation of proceedings to have the Partnership adjudicated bankrupt or insolvent, or the consent to the institution of bankruptcy or insolvency proceedings against the Partnership, or the filing of a petition seeking or consenting to reorganization or relief of the Partnership as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Partnership; or the seeking or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Partnership or of all or my substantial part of the properties and assets of the Partnership, or the making of any general assignment for the benefit of creditors of the

19

	Partnership, or admitting in writing the inability of the Partnership to pay its debts generally as they become due or the declaration of a moratorium on the Partnership debt or the taking any action in furtherance of any such action.
(f)	Amendment, modification or alteration of this Agreement, except as permitted in section 4.7.
(g)	Merger or consolidation with any other entity.
(h)	Approval of Medical Staff Bylaws for the Project.
(i)	Credentialing of physicians on the medical staff of the Project.
(j)	Approval of managed care contracts relating to the Project with over 5,000 covered lives.
(k)	Approval of a Charity Care Policy for the Project.
(I)	Approval of the annual budget for the Project.
(m)	Approval of the administrator/CEO for the Project.
(n)	Amendment of the Management Agreement.
(o)	Admission of an additional or substitute general partner.

       4.10. Liability of General Partner to Partnership or to Limited Partners.

       The General Partner, its employees, agents and assigns, shall not be liable to the Limited Partners or to the Partnership for any loss suffered which arises out of an act or omission of the General Partner, its employees, agents and assigns, if, in good faith, it was determined by the General Partner that such act or omission was in the best interests of the Partnership and such act or omission did not constitute negligence or fraud. The General Partner, its employees, agents and assigns, shall be indemnified by the Partnership against any and all claims, demands and losses whatsoever if: (i) the indenmitee conducted itself in good faith; and (ii) reasonably believed (a) in the case of conduct in its official capacity with the Partnership, that its conduct was in its best interests and (b) in all other cases, that its conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, it had no reasonable cause to believe its conduct was unlawful.

20

ARTICLE V

Admission and Withdrawal of Partners and
Transfers of Partnership Interests

          5.1. Transfers of Partnership Interests.

          The transfer of an interest in the Partnership shall mean the transfer, alienation, sale, assignment, pledge or other disposition or encumbrance of all or any part of an existing interest in the Partnership, whether voluntarily or involuntarily, whether for or without consideration, and includes a transfer by death or incompetency of a Partner, by operation of law, by bankruptcy of a Partner, by foreclosure or judicial sale or otherwise. In the event of the transfer of all or any part of the interest in the Partnership of a Partner in accordance with this Agreement, this Agreement shall be amended as necessary to reflect the transfer of the interest.

          5.2. Permissible Transfers/Withdrawals.

          No transfer or assignment of a Partnership interest shall be made except on the following conditions:

     (a) Any Class A Limited Partner may, without the consent of any other Partner, freely transfer all or any part of its Partnership interest to the General Partner or any other Class A Limited Partner;

     (b) PPI may, without consent of any other Partner, freely transfer a portion of its Partnership interest to a Class B Limited Partner or a Qualified Purchaser provided that subsequent to such transfer the Percentage Interest of all Class B Limited Partners does not exceed nineteen percent (19 %) in the aggregate;

     (c) PPI may, without consent of any other Partner, freely transfer a portion of its Partnership interest to any person eligible as a Class C Limited Partner;

     (d) Any Partner may, with the consent of the General Partner, which consent may be withheld for any reason in the sole discretion of General Partner, may transfer all or any portion of its Partnership interest to any other Partner; and

     (e) Any Partner may transfer all or a portion of its Partnership interest to another person or entity in accordance with the provisions of this Article V.

In the event that any Partner shall at any time attempt to transfer its interest in the Partnership or withdraw from the Partnership in violation of the provisions of this Agreement, such transfer or withdrawal shall be considered void ab initio, and the Partnership shall, in addition to all other rights and remedies at law and in equity, be entitled to a decree or order restraining and enjoining such transfer or withdrawal, and the offending Partner shall not plead in defense

21

thereto that there would be an adequate remedy at law, it being expressly acknowledged and agreed that damages at law will be an inadequate remedy for a breach or threatened breach of the provisions concerning transfer or withdrawal set forth in this Agreement.

          5.3. Bankruptcy, Resignation, Dissolution, Liquidation or Removal of the General Partner.

          Upon the bankruptcy, resignation, dissolution, liquidation, conversion or removal of a General Partner, the Partnership shall dissolve pursuant to Section 7.1 of this Agreement unless a substitute General Partner is elected by the unanimous vote of the Limited Partners within sixty (60) days and such Limited Partners vote to continue the business of the Partnership.

          5.4. Dissolution of Limited Partner.

          The bankruptcy, dissolution, liquidation, or termination of a Limited Partner shall not cause the termination or dissolution of the Partnership and the business of the Partnership shall continue. Upon any such occurrence, the trustee or receiver of such Limited Partner shall have all the rights of such Limited Partner for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Limited Partner. The transfer by such trustee or receiver of any Partnership interest shall be subject to all of the restrictions hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, dissolved, liquidated or terminated Limited Partner.

          5.5. Provisions Intended to Ensure Compliance with Securities Laws.

     5.5.1. Restrictions on Transfer. In addition to the provisions of Section 5.2 hereof, Partnership interests are not transferable except pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule then in force) if such rule is available, and (iii) subject to the conditions specified in Section 5.5.2 hereof any other legally available means of transfer.

     5.5.2. Procedure for Transfer. In connection with the transfer of any Partnership interests (other than a transfer referred to in clauses (i) or (ii) of Section 5.5.1 above), the holder thereof will deliver written notice to the General Partner describing in reasonable detail the transfer or proposed transfer, together with an opinion (reasonably satisfactory to the General Partner) of counsel which (to the General Partner’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Partnership interests may be effected without registration of such Partnership interests under the Securities Act.

22

          5.6. No Transfer Which Violates Safe Harbors.

          The General Partner may prevent, in its sole discretion, any transfer that would cause the Partnership not to satisfy any safe harbor provided in Internal Revenue Service Notice 88-75 or subsequent administrative or legislative provision permitting the Partnership to avoid being a “publicly traded partnership” under Section 7704 of the Code.

          5.7. Additional General Partner: Transfer of General Partner’s and PPI’s Interest.

          No additional General Partner shall be admitted to the Partnership without the prior written consent of all of the Limited Partners. The General Partner shall not transfer its interest in the Partnership without the consent of all of the Limited Partners. Notwithstanding the foregoing, the General Partner may transfer its Partnership interest to a substitute General Partner without the consent of the Limited Partners if (a) PPI is selling its entire Partnership interest in the same transaction; and (ii) Mother Frances has the right to sell its Partnership interest in the same transaction for a price equivalent to that received by PPI, adjusted pro rata based on their respective Partnership interests. PPI shall not transfer its interest in the Partnership without the consent of Mother Frances, unless Mother Frances has the right to sell its entire Partnership interest in the same transaction for a price equivalent to that received by PPI, adjusted pro rata based on their respective partnership interests.

          5. 8. Transferees as Substitute Partners.

     5.8.1. A party who acquires an interest in the Partnership and who becomes a substitute Partner as herein provided shall succeed to all of the rights and powers of a Partner with respect to the interest in the Partnership which is acquired. A party who does not become a substitute Partner shall be entitled only to receive the share of profits and losses and the share of distributions of cash and the return of capital contributions to which the Partner from whom he acquired his interest in the Partnership would have been entitled with respect to the interest in the Partnership which is acquired but, notwithstanding any other provision in this Agreement to the contrary, shall have no right to require any information or account of Partnership transactions, no right to inspect the Partnership books and no other rights and powers of a Partner. A party who does not become a substitute Partner shall nevertheless be subject to all of the provisions of this Agreement and to all of the restrictions and liabilities under this Agreement with respect to the interest acquired.

     5.8.2. A Transferee of a General Partner’s interest may become a substitute General Partner only in accordance with Section 5.7 hereof. In the event of the transfer of a limited partnership interest in accordance with this Agreement, the transferee may become a substitute Limited Partner only with the written consent of the General Partner which may be withheld in its sole discretion, and upon satisfaction of the following conditions:

23

(a)

The receipt by the General Partner of a written instrument setting forth the intention of the transferor that the transferee become a substituted Limited Partner;

(b)

The receipt by the General Partner of such information, documents and fees as the General Partner may deem necessary or desirable to effect the admission of the transferee as a substitute Limited Partner, including, without limitation, an opinion of counsel satisfactory to the General Partner that such substitution will not violate the provisions of any applicable securities laws, rules or regulations.

          5.9. Permitted Transfers by Mother Frances.

          Notwithstanding anything in this Agreement to the contrary, Mother Frances shall have the right to transfer its Partnership interest to Trinity Mother Frances Health System or to an Affiliate that is one hundred percent (100%) owned though stock ownership (or governed through membership rights in the case of a not-for-profit organization) by one or more members of the Trinity Mother Frances Health System group, otherwise Mother Frances shall not transfer any Partnership interest except in accordance with the following procedures:

     5.9.1. Right of First Refusal. For fifteen (15) days Mother Frances shall grant to PPI a right of first refusal (the “First Refusal”) to purchase Mother Frances’s Partnership interest at a price equal to a bona fide written offer to Mother Frances by an independent third party.

     5.9.2. Notice of Intent to Sell. The First Refusal shall be granted by written notice of intention to make a bona fide disposition by Mother Frances stating the offer to sell, the Partnership interest offered, purchase price therefor which shall be the terms on which Mother Frances proposes to dispose of its Partnership interest, and the name and address of the on to whom Mother Frances desires to transfer the Partnership interests.

     5.9.3. Notice of Exercise. The First Refusal may be exercised only by actual delivery to Mother Frances, prior to the termination of the time period, of a notice of exercise.

     5.9.4. Closing. The closing of the purchase of the Partnership interest pursuit to the right of first refusal described in this Section 5.9 shall take place on the date designated by PPI in the notice of exercise described in clause 5.9.3 above, which date shall not be more than sixty (60) days nor less than five (5) days after the delivery of such notice. At the closing, Mother Frances shall deliver to PPI duly executed instruments transferring Mother Frances’s Partnership interest to PPI against payment of the purchase price by a delivery of a check or wire transfer of funds to an account designated by Mother Frances. PPI will be entitled to receive customary representations and warranties from Mother Frances regarding such sale.

24

     5.9.5. Failure to Exercise Right of First Refusal. If PPI does not exercise its First Refusal, Mother Frances may transfer its Partnership interest to the purchaser at the purchase price and on the terms described in the notice delivered pursuit to clause 5.9.3 above.

          5.10. Partners’ Representations and Warranties.

     5.10.1. Partners’ Investment Representations. Each Partner hereby represents that he or it is acquiring the Partnership interests set forth in Schedule A for its own account with the present intention of holding such securities for investment purposes and that it has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Partners and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Article V hereof.

     5.10.2. Other Representations and Warranties of the Partners. Each Partner hereby severally represents and warrants to and covenants and agrees with the Partnership that:

     a. Such Partner has had an opportunity to ask questions and receive answers concerning the terms and conditions of the securities purchased hereunder and has had full access to such other information concerning the Partnership as such Partner may have requested and that in making its decision to invest in the securities being purchased hereunder he or it is not in any way relying on the fact that any other party has decided to be a Partner hereunder or to invest in the securities;

     b. Such Partner is an “accredited investor” as defined in Rule 501(a) under the Securities Act;

     c. Such Partner is able to bear the economic risk of its investment in the Partnership purchased hereunder for an indefinite period of time, including the risk of a complete loss of such Partner’s investment in the Partnership.

          5.11 Admission of Additional Class B Limited Partners. Subject to approval of the Class A Limited Partners, the General Partner may issue limited partnership interests in the Partnership, not to exceed nineteen percent (19%), to Persons who are Qualified Purchasers and admit them to the Partnership as additional Limited Partners, which in all instances shall comply with applicable securities laws. The terms of each issuance must be approved by the Class A Limited Partners. The General Partner will not permit any Person to become an additional Class B Limited Partner unless such Person certifies in writing to the General Partner that the Person is a Qualified Purchaser and agrees to be bound by the terms of this Agreement. The General Partner shall do all things necessary to comply with the Act and is authorized to do all things it deems to be necessary or advisable in connection with the Partnership for

25

admitting any additional Limited Partner, including, but not limited to, complying with any statute, rule, regulation or guideline issued by any federal, state or other govermnental agency.

          5.12 Admission of Additional Class C Limited Partners. Subject to approval of the Class A Limited Partners, the General Partner may issue limited partnership interests in the Partnership to individuals who are eligible as Class C Limited Partners and admit them to the Partnership as additional Limited Partners, which in all instances shall comply with applicable securities laws. The terms of each issuance must be approved by the Class A Limited Partners. The General Partner will not permit any individual to become an additional Class C Limited Partner unless such individual agrees to be bound by the terms of this Agreement. The General Partner shall do all things necessary to comply with the Act and is authorized to do all things it deems to be necessary or advisable in connection with the Partnership for admitting any additional Limited Partner, including, but not limited to, complying with any statute, rule, regulation or guideline issued by any federal, state or other governmental agency.

ARTICLE VI

Special Put/Call Rights in Favor of Mother Frances

          6.1. Call Right. So long as this Agreement shall be in effect Mother Frances shall have the right to acquire additional Class A Units from the Partnership sufficient for Mother Frances to own ten percent (10%) of the Partnership interests of the Partnership on the following terms:

     6.1.1. Price. The price Mother Frances shall pay for such additional Class A Units shall be, for each one percent (1%) interest in the Partnership, one percent (1%) of the sum of (i) the net working capital of the Partnership as shown on the most recently available balance of the Partnership prior to the date such Class A Units are issued plus (ii) the greater of (x) $21,900,000 or (y) the product obtained by multiplying (five) 5 times Trailing EBITDA, less (iii) the debt of the Partnership as shown on such balance sheet.

     6.1.2. Mechanics of Exercise. If Mother Frances desires to exercise its Call Right, it shall deliver notice to the General Partner during the first or seventh months after the annual audited financial statements of the Partnership are delivered to Mother Frances with respect to the prior year and simultaneously tender the price for the additional Class A Units in cash.

     6.1.3. Termination of Call Rights. If Mother Frances exercises its right to put its Partnership interests to PPI or the Partnership pursuant to Section 6.2, its rights under this Section 6.1 shall forthwith cease.

          6.2. Put Right. Commencing July 1, 1998, Mother Frances shall have the right to put its original five percent (5%) Partnership interest in the Partnership (or so much thereof as shall be remaining in the event of the issuance of Class B Units pursuant to Section 5.11) either to PPI or the Partnership (at the option of PPI) on the following terms:

26

     6.2.1. Price. The price PPI or the Partnership shall pay to Mother Frances for such Partnership interest shall be five percent (5%) of the sum of (i) the net working capital of the Partnership as shown on the most recently available balance of the Partnership prior to the date such Partnership interest is issued plus (ii) the greater of (x) $21,900,000 or (y) the product obtained by multiplying 5 times Trailing EBITDA, less (iii) the debt of the Partnership as shown on such balance sheet.

     6.2.2. Mechanics of Exercise. If Mother Frances desires to exercise its Put Right, it shall deliver notice to the General Partner during the ninety (90) days after the annual audited financial statements of the Partnership are delivered to Mother Frances with respect to the prior year, and the Partnership or PPI shall pay the price for such additional Partnership interest in cash within thirty (30) days.

     6.2.3. Termination of Put Rights. If Mother Frances exercises its right to purchase additional Partnership interest pursuant to Section 6.1, its rights under this Section 6.2 shall forthwith cease.

          6.3. Adjustment of Percentage Interest. In the event of the exercise of the Call Right or Put Right under this Article, the Percentage Interests of the Class A and the Class B Limited Partners shall be adjusted in proportion to the number of Units owned by them of the date of the transfer pursuant to this Article.

ARTICLE VII

Special Put/Call Rights with Respect to Class B and Class C Units

          7.1 Partnership’s and General Partner’s Right of First Refusal with Respect to Class B Limited Partners. Subject to the restrictions on transfer set forth in Article 5, if any Class B Limited Partner receives or obtains an offer from a Qualified Purchaser or another Partner to acquire in any manner all or any part of its interest in the Partnership which offer the Class B Limited Partner intends to accept, the Class B Limited Partner shall promptly notify the General Partner in writing of the offer received, including the name of the offeror, the number of whole or partial Units offered to be purchased, the proposed purchase price and the other terms and conditions of the offer. The Partnership shall have the option for a period of sixty (60) days from the day the General Partner receives notice of such offer to purchase such Class B Limited Partner’s interest in the Partnership on the same terms and conditions contained in the offer. The Partnership may exercise its option by notifying the Class B Limited Partner proposing to sell prior to the end of such sixty (60) day period of its exercise of the option and shall thereafter purchase such Class B Limited Partner’s interest within the subsequent sixty (60) day period (unless such exercise is subsequently revoked). If the Partnership does not exercise its option, the General Partner shall have the option to purchase such Class B Limited Partner’s interest in the Partnership on the same terms and conditions within the subsequent thirty (30) day period. If the Partnership and the General Partner fail to or both indicate in writing that they will not exercise the option, within the periods provided above, or if either the Partnership or

27

the General Partner exercises the option but fails to effect the purchase within the prescribed period, the Class B Limited Partner, in accordance with and subject to the provisions of Article 5, may convey or dispose of the part of the Partner’s interest in the Partnership that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the General Partner. If terms and conditions more favorable to the proposed purchaser than, or in any material manner different from, those offered to the Partnership and the General Partner should be agreed to by the Class B Limited Partner, the Partnership and the General Partner shall again have the option to purchase the selling Limited Partner’s interest in the Partnership which is subject to the more favorable or different purchase terms in accordance with this Section 7.1. Neither the General Partner nor the Partnership shall be liable or accountable to any Class B Limited Partner which attempts to transfer its interest in the Partnership for any loss, damage, expense, cost, or liability resulting from the Partnership’s or General Partner’s exercise or failure to exercise the purchase option under this Section 7.1, delay in notifying the Class B Limited Partner of the Partnership’s or the General Partner’s intention not to exercise the purchase option, or its enforcement of the requirements of this Section 7.1 in the event that it elects not to exercise the purchase option. The Partnership’s or the General Partner’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent of the General Partner to allow any third party transferee to become a Substituted Limited Partner, such consent being controlled by the provisions of Section 5.7.

          7.2. Occurrence of Terminating Event or Adverse Terminating Event.

     7.2.1 In the event a Terminating Event shall occur with respect to any Class C Limited Partner, any Class B Limited Partner or any person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner, such Class C Limited Partner, Class B Limited Partner or such Class C Limited Partner’s or Class B Limited Partner’s successor or other legal representative shall give written notice thereof to the Partnership within thirty (30) days of the occurrence of such event. Upon the receipt of such written notice, the Partnership shall have the right, but not the obligation, for the ensuing sixty (60) days to purchase such Class C Limited Partner’s or Class B Limited Partner’s interest in the Partnership. If the Partnership has not received written notice of a Terminating Event with respect to any Class C Limited partner, any Class B Limited Partner or any person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner as required under this Section 7.2.1, the Partnership will have the right to purchase such Class C Limited Partner’s or Class B Limited Partner’s interest in the Partnership for sixty (60) days after the Partnership has actual knowledge of the occurrence of any such event and gives written notice thereof to such Class C Limited partner or such Class B Limited Partner. Notwithstanding anything to the contrary in this Agreement, the failure of a Class C Limited Partner or a Class B Limited Partner to notify the Partnership of the occurrence of a Terminating Event as required under this Section 7.2.1 shall not constitute the occurrence of an Adverse Terminating Event.

28

     7.2.2 In the event the General Partner determines that an Adverse Terminating Event has occurred with respect to any Class C Limited Partner, any Class B Limited Partner or any person who owns an interest in a Qualified P.C. or a Qualified Retirement Plan which is a Class B Limited Partner, the Partnership shall give written notice thereof to such Partner and, for a period of sixty (60) days from the date of such notice, the Partnership shall have the right, but not the obligation, to purchase such Partner’s interest in the Partnership.

     7.2.3 In the event the Partnership does not elect to exercise its right to purchase such Partner’s interest in the Partnership pursuant to subsections (a) or (b) above, then the General Partner shall have the right, but not the obligation, within the immediate subsequent thirty (30) day period following the time period indicated in Section 7.2.1 hereof to purchase such Partner’s interest, pursuant to the same terms provided in Section 7.3 hereof, for Partnership purchases of such Partner’s interest.

          7.3 Payment for Partnership Interest.

     7.3.1 If any Class C Limited Partner’s or any Class B Limited Partner’s interest in the Partnership is purchased because of the occurrence of a Terminating Event, the amount the Partnership will pay for each Unit owned by such Partner shall be equal to the Valuation Price.

     7.3.2 If the Partnership purchases any Class C Limited Partner or any Class B Limited Partner’s interest in the Partnership as a result of an Adverse Terminating Event, the amount to be paid by the Partnership to such Partner shall be equal to the lesser of (i) the Valuation Price multiplied by the number of such Partners Units, or (ii) the amount paid by such Partner to acquire his Units less any distributions other than distributions of Distributable Cash Flow, including without limitation any deemed distributions, any distributions pursuant to Section 3.9 and any returns of capital, but not less than one (1) dollar.

     7.3.3 If the Partnership purchases any Class C Limited Partner’s or any Class B Limited Partner’s interest in the Partnership as provided in this Section 7.3, the Partnership shall pay any such amounts owed therefor to such Partner or its successor in a lump sum or, at the sole and absolute discretion of the General Partner, in up to sixty (60) equal monthly payments with interest at the Prime Rate on the unpaid principal balance. If the General Partner exercises its discretion for the Partnership to pay for a Partnership interest in monthly installments, the first such installment will be paid to the Partner or his successor in interest on the first day of the month after thirty (30) days have expired since the Partner’s interest in the Partnership has been purchased. Each subsequent installment shall be paid on the first day of each successive month until the full amount owed to the Partner or his successor in interest has been paid. The Partnership may pre-pay in whole or in part the amount owed without penalty. The Partnership’s obligation to pay the Partner in monthly installments under this

29

          Section 7.3 will be evidenced by a nonrecourse promissory note executed by the General Partner on behalf of the Partnership.

          7.4. Subsequent Legislation. If any Class C Limited Partner’s or any Class B Limited Partners are prohibited from owning an interest in the Partnership as a result of the enactment of any statute, regulation or other law or the judicial or administrative interpretation of any existing or future statute, regulation or other law, the General Partner shall attempt to restructure the Partnership in order to comply with such enactment or interpretation.. If any Class B Limited Partner shall be so prohibited from owning an interest in the Partnership and the Partnership cannot be so restructured, the Partnership will purchase all the Class B Limited Partners’ interests in the Partnership as provided in this Section 7.4. Additionally, if the enactment of any statute, regulation or other law or the judicial or administrative interpretation of any existing or future statute, regulation or law shall have the effect of limiting reimbursement of health care costs through govermnent or other payor programs or otherwise materially and adversely affects the manner in which the Partnership or its Affiliates shall operate their businesses, the General Partner shall attempt to restructure the Partnership to eliminate the adverse effect and if the Partnership cannot be so restructured, the General Partner, at its sole and absolute discretion, shall have the option to cause the Partnership to purchase all of the Class C Limited Partners’ and or Class B Limited Partners’ interests in the Partnership as provided in this Section 7.4. The Partnership shall pay each such Partner for his interest in the Partnership the Valuation Price of such interest. Such amount will be paid to each such Partner, at the sole and absolute discretion of the General Partner, in a lump sum, in sixty (60) equal monthly payments with interest on the unpaid principal balance at the Prime Rate. If the General Partner exercise its discretion to pay for a Partnership interest in sixty (60) monthly installments, the first such installment shall be paid to such Limited Partner on the first day of the month after thirty (30) days have expired since the Partner’s interest in the Partnership had been terminated, with subsequent installments paid on the first day of each successive month thereafter until paid in full. The Partnership may pre-pay in whole or in part the amount owed without penalty. The Partnership’s obligation to pay the such Partners in sixty (60) equal monthly installments under this Section 7.4 will be evidenced by nonrecourse promissory notes executed by the General Partner on behalf of the Partnership.

          7.5. Divorce of Class C Limited Partner or a Class B Limited Partner. In the event of a divorce of a Class C Limited P, a Class B Limited Partner or a person who owns an interest in a Qualified P. C. or a Qualified Retirement Plan which is a Class B Limited Partner in which all or any part of the divorcing Partner’s or person’s interest in the Partnership is awarded to the spouse, the divorcing Partner or person shall have the first and prior right to purchase from the spouse the interest or portion thereof to be transferred to the spouse. In the event the divorcing Partner or person is unable or unwilling to purchase such interest within sixty (60) days of the order or settlement agreement effecting the award, the Partnership shall have the exclusive right to purchase such interest for a period of sixty (60) days after the expiration of such prior sixty (60) day period or the earlier receipt by the Partnership of written notice from the divorcing Partner or person that he is unable or unwilling to purchase such interest. The Partnership shall give written notice to the spouse of its election to purchase such interest within such sixty (60) day period. In the event of the purchase by either the divorcing Partner or person or the Partnership, the purchase price for such interest shall be the Valuation Price, multiplied by that percentage of the interest of the divorcing Partner or person which was

30

awarded to the spouse. The last day of the month in which the order or settlement agreement effecting the award was dated will be the time used as the reference time for determining the last ended period for purposes of the Valuation Price; the purchase price so determined will be payable in the manner described in Section 7.3.3.

          7.6 Repurchase of Excess Interest. In the event any Class B Limited Partner at any time owns more one than one percent (1%) of the Partnership interests, the Partnership shall have the exclusive right to purchase that portion of such Partnership interest which exceeds one percent (l %) of the Partnership interest (the “Excess Interest”) for a period of sixty (60) days after the Partnership receives notice of the ownership of such Excess Interest. The Partnership shall give written notice to such Class B Limited Partner of its election to purchase such Excess Interest within such sixty (60) day period. The purchase price for such Excess Interest shall be the lesser of a) the Valuation Price multiplied by the Excess Interest or b) the purchase price paid by such Class B Limited Partner for that portion or portions of such Class B Limited Partners Partnership interest which caused such Class B Limited Partner’s Partnership interest to be in excess of one percent (1%) of the Partnership interests multiplied by the Excess Interest. The last day of the month in which such Class B Limited Partner became the owner of such Excess Interest will be the time used as the reference time for determining the last ended period for purposes of the Valuation Price. For the purpose of this Section 7.6, the Partnership interests of any individual Class B Limited Partner shall be aggregated with the Partnership interests of any Class B Limited Partner which is a Qualified P.C. or a Qualified Retirement Plan in which the individual Class B Limited Partner has any interest, and the interests of any Class B Limited Partner which is a Qualified P.C. shall be aggregated with the interests of any Class B Limited Partner which is Qualified Retirement Plan in which such Qualified P.C. or any individual Qualified Purchaser, whether or not a Class B Limited Partner, has any interest.

          7.7 Put and Call Provisions. At anytime following the third anniversary of the acquisition of a Partnership interest by a Class B Limited Partner, such Class B Limited Partner shall have the right, upon sixty (60) days prior written notice to the Partnership, to require the Partnership to repurchase such Partnership interest. The purchase price for such Partnership interest shall be the lesser of (i) the Valuation Price multiplied by the number of such Class B Limited Partner’s Units, or (ii) the amount paid by the Class B Limited Partner to acquire his Units less any distributions other than distributions of Distributable Cash Flow, including without limitation any deemed distributions, any distributions pursuant to Section 3.9 and any returns of capital, but not less than one (1) dollar. At anytime following the third anniversary of the acquisition of a Partnership interest by a Class B Limited Partner, the Partnership, at the sole discretion of the General Partner, shall have the right, upon sixty (60) days prior written notice to the any Class B Limited Partner, to require such Class B Limited Partner to sell such Partnership interest to the Partnership. The purchase price for such Partnership interest shall be the Valuation Price multiplied by the number of such Class B Limited Partner’s Units. The last day of the month in which the notice of the exercise of the provisions of this Section either by a Class B Limited Partner or the Partnership will be the time used as the reference time for determining the last ended period for purposes of the Valuation Price.

31

          7.8 Federal Income Tax Treatment. In the event the Partnership exercises the right to purchase any Partner’s interest in the Partnership under this Article VII, one hundred percent (100%) of all payments made by the Partnership to such Partner hereunder in consideration for such Partner’s Partnership interest will, for Federal income tax purposes, be classified as a Code Section 736(b) payment except for such Partner’s share of the Partnership’s “unrealized receivables,” as defined in Code Section 751(c) which will be classified as a Code Section 736(a)(l) payment. The General Partner shall conclusively determine or cause to be determined any such Partner’s share of “unrealized receivables.” Neither the Partnership nor the General Partner shall be liable to any Person for any inaccuracy in determining any such Partner’s share of the Partnership’s “unrealized receivables.”

ARTICLE VIII

Dissolution and Termination

          8.1. Events Causing Dissolution and Termination.

          The Partnership shall be dissolved upon (1) the expiration of the term of the Partnership stated in this Agreement; (2) the sale of all of the assets of the Partnership and the distribution of the net proceeds therefrom; (3) at any time with the written consent of the General Partner and of all of the Class A Limited Partners; (4) the resignation, dissolution and liquidation or conversion of the General Partner if no substitute General Partner is elected within sixty (60) days as provided in Section 5.3; and (5) any other event as may be provided by law. The Partnership shall be terminated when the winding up of Partnership affairs has been completed following dissolution.

          8.2. Winding Up Affairs on Dissolution.

          Upon dissolution of the Partnership, the General Partner, or the persons required or permitted by law to carry out the winding up of the affairs of the Partnership, shall promptly notify all Partners of such dissolution; shall wind up the affairs of the Partnership; shall prepare and file all instruments or documents required by law to be filed to reflect the dissolution of the Partnership; and, after paying or providing for the payment of all liabilities and obligations of the Partnership, shall distribute the assets of the Partnership as provided by law and the terms of this Agreement.

          8.3. Distributions in Accordance with Capital Accounts.

          Notwithstanding any other provision of this Agreement, upon liquidation of the Partnership (or any Partner’s interest in the Partnership) liquidating distributions shall be made, in all cases, in accordance with the Partners’ positive capital account balances determined after all adjustments to the Partners’ capital accounts for the taxable year. Such distribution shall be made within the time periods required by Treasury Regulation Section 1.704-1(b). In the event that upon liquidation of the Partnership, the General Partner has a deficit balance in its capital account, the General Partner shall contribute to the capital of the Partnership an amount of money equal to the lesser of (a) such deficit balance, or (b) the excess of 1.01 percent of the

32

total capital contributions by the Limited Partners to the Partnership over the total amount of capital contributions made to the Partnership by the General Partner. Any amounts contributed by the General Partner shall be added to the amounts described above and shall be distributed in the manner provided in this Section 6.4.

ARTICLE IX

Fiscal Matters

          9.1. Books and Records.

          The General Partner shall maintain full and accurate books of the Partnership at its principal place of business or at such other place as may be designated from time to time by the General Partner, showing all receipts and expenditures assets and liabilities, profits and losses, and all other records necessary for recording the Partnership’s business and affairs. Each Partner and its duly authorized representatives shall at all time have access to and may inspect and copy any of such books and records.

          9.2. Fiscal Year.

          The fiscal year of the Partnership shall end on December 31 of each year.

          9.3 . Reports to Partners.

          The General Partner shall cause to be prepared at the Partnership’s expense, and shall deliver to each Partner the following reports:

     9.3.1. Within seventy-five (75) days after the end of each Fiscal Year, all information necessary for the preparation of the Limited Partners’ federal income tax returns;

     9.3.2. Any Partner may obtain, at such Partner’s expense, such other reports on the Partnership’s operations and conditions as such Partner may reasonably request, which reports shall be mailed by the General Partner within one (1) month after notice of such Partner’s request.

          9.4. Bank Accounts and Temporary Investments.

          All funds of the Partnership shall be deposited in its name in such checking, savings or other accounts as shall be designated by the General Partner from time to time separate and apart from, and not commingled with, the accounts of any other persons, including the accounts of the General Partner or its Affiliates. Withdrawals therefrom shall be made upon such signature or signatures as the General Partner may designate.

33

          9.5. Accounting Decisions.

          All decisions as to accounting matters shall be made by the General Partner in accordance with generally accepted accounting principles consistency applied, unless another method of accounting not in accordance with generally accepted accounting principles is selected for tax reporting purposes.

ARTICLE X

Expenses of the Partnership

          10.1. Reimbursement of Expenses Incurred by the General Partner.

          All expenses of the Partnership’s business should be billed directly to and paid by the Partnership. The General Partner shall be reimbursed by the Partnership for all direct expenses incurred by it to unrelated third parties in counection with the Partnership’s business, including legal, accounting, and financial services.

ARTICLE XI

Special Covenant of Class C Limited Partners and Class B Limited Partners

          11.1. Non-Ownership Provision. Each Class C Limited Partner and Class B Limited Partner agrees that while he is a Partner and for two (2) years thereafter neither he nor any of his Affiliates shall, directly or indirectly, hold an ownership interest in any health care facility (which shall include, without limitation, general acute care hospitals, specialty hospitals, comprehensive rehabilitation facilities, rehabilitation agencies, diagnostic imaging centers, inpatient or outpatient psychiatric or substance abuse facilities, ambulatory or other types of surgery centers and/or home health agencies) that is located within the greater of a) fifty (50) miles of the Project or b) Anderson County Texas and counties contiguous thereto. (“Competing Business”) without the prior written consent of the General Partner. Each such Partner expressly agrees that neither he nor any of his Affiliates shall violate the terms of this Section 11.1 while such Limited Partner is a limited partner of the Partnership and for a period of two (2) years thereafter. Notwithstanding anything to the contrary in this Section 11.1, no such Partner will be in violation of this Section 11.1 if such Partner or any Affiliate of such Partner held an ownership interest in a Competing Business on or before January 1, 1997 and such Partner or Affiliate provided written notice thereof to the General Partner prior to his admission as a Partner. Nothing in this Section 11.1 is intended to prevent a Class B Limited Partner from practicing medicine, being a member of the medical staff of, or referring patients to, any other hospital or health care facility.

          11.2. Limitation. If a court shall hold that the duration and/or scope (geographic or otherwise) of the agreement contained in Section 11.1 is unreasonable, then, to the extent permitted by law, the court may prescribe a duration and/or scope (geographic or otherwise) that is reasonable and judicially enforceable. The parties agree to accept such determination, subject

34

to their rights of appeal, which the parties hereto agree shall be substituted in place of any and every offensive part of Section 11.1, and as so modified, Section 11.1 of this Agreement shall be as fully enforceable as if set forth herein by the parties in the modified form.

ARTICLE XII

General Provisions

          12.1. Notices.

          All notices, consents, waivers, directions, requests, votes or other instruments or communications provided for under this Agreement shall be in writing, signed by the party giving the same, and shall be deemed properly given when actually received, if delivered in person, or when mailed, if sent by registered or certified United States mail, postage prepaid, addressed: (a) in the case of the Partnership, to the Partnership at the principal place of business of the Partnership; or (b) in the case of any Partner individually, to such Partner at his address set forth in Schedule A hereto. Each Partner may, by written notice to all other Partners, specify any other address for the receipt of such instruments or communications.

          12.2. Power of Attorney.

          Subject to the requirements of this Agreement, each Partner, by the execution of this Agreement, hereby irrevocably constitutes and appoints the General Partner, its successor and assigns, as its true and lawful attorney and agent, with full power and authority in his name, place and stead to swear to, execute, acknowledge, deliver, file and record in any appropriate public office any certificate or other instrument which may be necessary, desirable or appropriate to qualify or to continue the Partnership as a limited partnership in the State of Texas; any amendment to this Agreement or to any certificate or other instrument which may be necessary, desirable or appropriate to reflect the admission of a Partner, the withdrawal of a Partner or the transfer of all or any part of the interest of a Partner in the Partnership or any additional capital contributions or withdrawal of capital contributions by a Partner; any conveyance of Partnership property; any mortgage or other encumbrance of Partnership property and related documents; any note or other instrument evidencing a Partnership obligation and related documents; and any certificates or instrument which may be appropriate, necessary or desirable to reflect the dissolution and termination of the Partnership. The power of attorney granted hereby shall not be affected by disability of the principal, shall be deemed to be coupled with an interest and shall survive the death or incompetency of any Partner and the transfer by any Partner of its interest as Partner in the Partnership.

          12.3. Meetings.

          Meetings of all Partners may be called by the General Partner and/or any Limited Partner. Upon receipt of a written request stating the purpose(s) of the meeting, the General Partner shall provide all Partners within ten (10) days after receipt of said request, written notice of the meeting, and the purpose thereof to be held on a date not less than fifteen (15) nor more

35

than sixty (60) days after receipt of said request. Any such meetings shall be held at the principal place of business of the Partnership.

     12.4. Integration.

     This Agreement embodies the entire agreement and understanding among the Partners and supersedes all prior agreements and understandings, if any, among and between the Partners relating to the subject matter hereof.

     12.5. Applicable Law.

     This Agreement and the rights of the Partners shall be governed by and construed and enforced in accordance with the laws of the State of Texas.

     12.6. Counterparts.

     This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement binding on all the parties hereto, notwithstanding that all the parties are not signatory to the original or the same counterpart, except that no counterpart shall be authentic unless signed by the General Partner.

     12.7. Severability.

     In case anyone or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby.

     12.8. Binding Effect.

     Except as herein otherwise provided to the contrary, this Agreement shall be binding upon, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, successors and assigns.

     12.9. Waiver of Action of Partition.

     The Partners agree that the property of the Partnership is not and will not be suitable for partition and that all the property of the Partnership should be dealt with as a single, integral unit. Accordingly, each of the Partners hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the property of the Partnership, either as a partition in kind or a partition by sale.

36

          IN WITNESS WHEREOF, the undersigned, being all of the Partners of the partnership, have executed and acknowledged this Agreement as of the day first above written.

ORIGINAL GENERAL PARTNER: PHC OF DELAWARE, INC. formerly known as Principal Hospital Company, a Delaware corporation
By:	/s/ John M. Rutledge
	John M. Rutledge
	Title:	Vice President and COO

SUBSTITUTED GENERAL PARTNER: PALESTINE-PRINCIPAL G.P., INC., a Texas corporation
By:	/s/ John M. Rutledge
	John M. Rutledge
	Title:	Vice President and COO

CLASS A LIMITED PARTNERS: PALESTINE-PRINCIPAL, INC. a Tennessee corporation
By:	/s/ John M. Rutledge
	John M. Rutledge
	Title:	Vice President and COO

37

MOTHER FRANCES HOSPITAL REGIONAL HEALTH CARE CENTER a Texas not for profit corporation
By:	[ILLEGIBLE]
Title:	[ILLEGIBLE]

38

EX-3.241

Exhibit 3.241

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

MARCH 14, 2011

TO ALL WHOM THESE PRESENTS SHALL COME, GREETING:

PHC-ASHLAND, L.P.

I, Carol Aichele, Acting Secretary of the Commonwealth of Pennsylvania do hereby certify that the foregoing and annexed is a true and correct copy of

1	Certificate of Limited Partnership filed on April 9, 2001
2	CHANGE OF REGISTERED OFFICE — Domestic filed on July 22, 2005

which appear of record in this department.

	IN TESTIMONY WHEREOF, I have hereunto set my hand and caused the Seal of the Secretary’s Office to be affixed, the day and year above written.
	Acting Secretary of the Commonwealth

200128-808

Microfilm Number	Filed with the Department of State on APR 09 2001
Entity Number 2998808
	Secretary of the Commonwealth

CERTIFICATE OF LIMITED PARTNERSHIP
DSCB:15-8511 (Rev 90)

     In compliance with the requirements of 15 Pa.C.S. § 8511 (relating to certificate of limited partnership), the undersigned, desiring to form a limited partnership, hereby certifies that:

1. The name of the limited partnership is: PHC-Ashland, L.P.

2. The (a) address of this limited partnership’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)
	Number and Street	City	State	Zip	County

(b) c/o:	National Registered Agents, Inc.	Dauphin
	Name of Commercial Registered Office Provider	County

For a limited partnership represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the limited partnership is located for venue and official publication purposes.

3. The name and business address of each general partner of the partnership is:

Name	Address
PHC-Tennessee, Inc.	105 Westwood Place, Suite 400, Brentwood, Tennessee 37027

4. (Check, and if appropriate complete, one of the following):

þ	The formation of the limited partnership shall be effective upon filing this Certificate of Limited Partnership in the Department of State.
o	The formation of the limited partnership shall be effective on:		at
		Date		Hour

PA046-CT System Online
Certification#: 9380363-1 Page 1 of 3

200128-809

DSCB: 15-8511 (Rev 90)-2

     IN TESTIMONY WHEREOF, the undersigned general partner(s) of the limited partnership has (have) executed this Certificate of Limited Partnership this 6th day of April, 2001.

/s/ Kevin P. Porten
(Signature)	(Signature)
(Signature)	(Signature)

      PA046-CT System Online

Certification#: 9380363-1 Page 2 of 3

2005073-781

PENNSYLVANIA DEPARTMENT OF STATE
CORPORATION BUREAU

Statement of Change of Registered Office (15 Pa.C.S.)

Entity Number 2998808	o	Domestic Business Corporation (§ 1507)
	o	Foreign Business Corporation (§ 4144)
	o	Domestic Nonprofit Corporation (§ 5507)
	o	Foreign Nonprofit Corporation (§ 6144)
	þ	Domestic Limited Partnership (§ 8506)

Name			Document will be returned to the name and address you enter to the left
			Ü
Address
City	State	Zip Code

Fee: $70	Filed in the Department of State on
	Secretary of the Commonwealth

          In compliance with the requirements of the applicable provisions of 15 Pa. C. S. (relating to corporations and unincorporated associations), the undersigned corporation or limited partnership, desiring to effect a change of registered office, hereby states that

1. The name is PHC-Ashland, L.P.

2. The (a) address of its initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a) Number and street City State Zip County

(b) Name of Commercial Registered Office Provider	County
c/o: National Registered Agents Inc.	Dauphin

3. Complete part (a) or (b)

(a) The address to which the registered office of the corporation or limited partnership in this Commonwealth is to be changed is

Number and Street City State Zip County

(b) The registered office of the corporation or limited partnership shall be provided by

c/o: C T Corporation System	Schuylkill
Name of Commercial Registered Office Provider	County

      PA046-CT System Online

Certification#: 9380363-1 Page 3 of 3

EX-3.242

Exhibit 3.242

AGREEMENT OF LIMITED PARTNERSHIP

OF

PHC-ASHLAND, L.P.

     Pursuant to Sections 8108 to 8594 of the Pennsylvania Revised Limited Partnership Act, the undersigned parties being all of the partners (the “Partners”) of PHC-Ashland, L.P. (the “Limited Partnership”), a Pennsylvania limited partnership formed pursuant to the provisions of Article 8503 of the Pennsylvania Revised Limited Partnership Act, as amended (the “Act”), hereby agree as follows:

		Percent			Capital
	Name and Address	Ownership			Contribution
General Partner:	PHC-Tennessee, Inc., a Tennessee corporation 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027		1	%	$	1.00
Limited Partner:	Principal Hospital Company of   Nevada, Inc., a Nevada corporation 105 Westwood Place, Suite 400 Brentwood, Tennessee 37027		99	%	$	99.00

     Each Partner made its contribution to capital in cash at the time it executed the Certificate of Limited Partnership, dated April 6, 2001. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Act, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 105 Westwood Place, Suite 400, Brentwood, TN 37027 and the name and address of the registered agent for service of process on the Limited Partnership in the State of Pennsylvania is National Registered Agents, Inc., 600 North Second Street, Suite 500, Harrisburg, Dauphin County, Pennsylvania 17101.

1

     The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section
1.704-1(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gain, deduction, loss and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will be made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). In the event a Partner’s Percent Ownership changes during a taxable year, allocations of income, gain, deduction, loss, and credit shall be made to reflect the varying interests of the Partners for such taxable year in accordance with Internal Revenue Code Section 706(d) using any permissible method under the applicable Treasury Regulations that is chosen by the General Partner.

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section
1.704-1(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-1(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The

2

General Partner shall maintain all books and records required by the Act to be maintained at the address specified above or at any other office designated by the General Partner. The General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

     EXECUTED effective as of this 19^th day of June, 2001.

	GENERAL PARTNER:
WITNESSES:	PHC-Tennessee, Inc., a Tennessee corporation
/s/ [ILLEGIBLE]	By: /s/ [ILLEGIBLE]
[ILLEGIBLE]	Title: V.P. & SECRETARY

STATE OF TENNESSEE		)
	) SS.:
COUNTY OF Williamson		)

     On this 19^th day of June, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

     IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, TN, the day and year first above written.

     Linda Marie Crockett Notary Public

(SEAL)       My Commission Expires SEPT. 25, 2004

3

WITNESSES:	LIMITED PARTNER:
	Principal Hospital Company of Nevada, Inc., a Nevada corporation
/s/ [ILLEGIBLE]	By: /s/ [ILLEGIBLE]
[ILLEGIBLE]	Title: V.P. & SECRETARY

STATE OF TENNESSEE		)
	) SS.:
COUNTY OF Williamson		)

     On this 19^th day of June, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

     IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, TN, the day and year first above written.

     Linda Marie Crokett Notary Public

(SEAL)       My Commission Expires SEPT. 25, 2004

4

AMENDMENT NO. 1 TO
AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-ASHLAND, L.P.

     Amendment No. 1 to Agreement of Limited Partnership of PHC-Ashland, L.P., effective as of April 15, 2005 (this “Amendment”).

     WHEREAS, PHC-Tennessee, Inc., as the General Partner (the “General Partner”), and Principal Hospital Company of Nevada, Inc., as the Limited Partner (the “Limited Partner”) are parties to that certain Agreement of Limited Partnership, dated as of June 19, 2001 (the “LP Agreement”): and

     WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the LP Agreement as more fully described herein.

     NOW, THEREFORE, the LP Agreement is hereby amended as follows:

     1. The LP Agreement shall be amended by adding a new paragraph to the end thereto, which shall read as follows:

     “All Limited Partnership interests in the Limited Partnership shall be represented by certificate(s) issued by the Limited Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Pennsylvania Uniform Commercial Code and shall be governed by Article 8 of the Pennsylvania Uniform Commercial Code.”

     2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Pennsylvania.

     3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

     4. Except as amended hereby, the LP Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

PHC-TENNESSEE, INC., as General Partner
By:	/s/ William F. Carpenter III
Name:	William F. Carpenter III
Title:	Executive Vice President and Secretary
PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC., as Limited Partner
By:	/s/ William F. Carpenter III
Name:	William F. Carpenter III
Title:	Executive Vice President and Secretary

Signature Page to Amendment No. 1 to LP Agreement
of PHC-Ashland, L.P.

EX-3.243

Exhibit 3.243

STATE OF TENNESSEE
Tre Hargett, Secretary of State
Division of Business Services
William R. Snodgrass Tower
312 Rosa L. Parks AVE, 6th FL
Nashville, TN 37243-1102

     CFS
     992 DAVIDSON DRIVE
     SUITE B
     Nashville, TN 37205

Request Type: Certified Copies	Issuance Date: 03/11/2011
Request #: 33899	Copies Requested: 1

Document Receipt

Receipt: 376889	Filing Fee:	$	20.00
Payment-Account - CFS, NASHVILLE, TN		$	20.00

I, Tre Hargett, Secretary of State of the State of Tennessee, do hereby certify that PHC-AVIATION, INC., Control # 418520 was formed or qualified to do business in the State of Tennessee on 12/13/2001. PHC-AVIATION, INC. has a home jurisdiction of Williamson County and is currently in an Active status.

    Tre Hargett
Secretary of State

Processed By: Nichole Hambrick

The attached document(s) was/were filed in this office on the date(s) indicated below:

Reference #	Date Filed	Filing Description
4354-2858	12/13/2001	Initial Filing
5378-2884	03/04/2005	2004 Annual Report (Due 04/01/2005)
5507-1797	07/14/2005	Registered Agent Change (by Entity)
5727-1748	03/22/2006	2005 Annual Report (Due 04/01/2006)

Phone 615-741-6488 * Fax (615) 741-7310 * Website: http://tnbear.tn.gov/

Page 1 of 1

CHARTER

OF

PHC-AVIATION, INC.

          The undersigned, an individual, does hereby act as incorporator in adopting the following Charter for the purpose of organizing a corporation for profit, pursuant to the provisions of the Tennessee Business Corporation Act.

          FIRST: The corporate name for the corporation (hereinafter called the “Corporation”) is PHC-Aviation, Inc.

          SECOND: The number of shares which the Corporation is authorized to issue is One Thousand (1,000), all of which are of a par value of $.01 dollars each and are of the same class and are to be Common shares.

          THIRD: The street address and zip code of the initial registered office of the Corporation in the State of Tennessee is 1900 Church Street, Suite 400, Nashville, TN 37219, county of Davidson. The name of the initial registered agent of the Corporation at the said registered office is National Registered Agents, Inc.

          FOURTH: The name and the address and zip code of the incorporator are:

NAME	ADDRESS
Gerald F. Mace	511 Union Street, Suite 2100
	Nashville, TN 37219

          FIFTH: The address of the principal office of the Corporation is 105 Westwood Place, Suite 400, Brentwood, TN 37027.

          SIXTH: No holder of any of the shares of any class of the Corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the Corporation or for the purchase of any shares, bonds, securities, or obligations of the Corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the Corporation; and any and all of such shares, bonds, securities, or obligations of the Corporation, whether now or hereafter authorized or created, may be issued, or may be reissued if the same have been reacquired and if their reissue is not prohibited, and any and all of such rights and options may be granted by the Board of Directors to such individuals and entities, and for such lawful consideration; and on such terms, as the Board of

Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

     SEVENTH: The Corporation is for profit.

     EIGHTH: The purposes for which the Corporation is organized are as follows:

     To engage in any lawful business. To have all of the general powers granted to corporations organized under the Tennessee Business Corporation Act whether granted by specific statutory authority or by construction of law.

     NINTH: The Corporation shall, to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     TENTH: The personal liability of the directors of the Corporation is eliminated to the fullest extent permitted by the provisions of the Tennessee Business Corporation Act, as the same may be amended and supplemented.

     ELEVENTH: The duration of the corporation shall be perpetual, Signed on December 13, 2001.

/s/ Gerald F. Mace  

Gerald F. Mace, Incorporator 

CORPORATION ANNUAL REPORT [ILLEGIBLE] Annual Report. Filing Fee Due: $20. If no changes are made in block #6 to the registered agent/office, or $40. if any changes are made in block #6 to the registered agent/office Please return completed form to: TENNESSEE SECRETARY OF STATE Attn: Annual Report 312 Eighth Ave. N, 6th Floor William R. Snodgrass Tower Nashville, TN. 37243

Corporation Annual Report
Attachment

Officers

President	Martin S. Rash
Vice President	Daniel S. Slipkovich
Vice President	Christopher T. Hannon
Vice President & Treasurer	Roberto G. Pantoja
Vice President & Secretary	Howard T. Wall, III
Asst. Vice President & Controller	Steven R. Brumfield
Asst. Vice President & Secretary	Faye S. Edwards

Board of Directors

Martin S. Rash
Howard T. Wall, III

Address for Officers and Directors

105 Westwood Place
Suite 400
Brentwood, Tennessee 37027

Corporate Filings
312 Eighth Avenue North
6^th Floor, William R. Snodgrass Tower
Nashville, TN 37243

CHANGE OF REGISTERED
AGENT/OFFICE
(BY CORPORATION)

For Office Use Only

     Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act or Section 48-55-102 or 48-65-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

     1. The name of the corporation is PHC-Aviation, Inc.

     2. The street address of its current registered office is 1900 Church Street, Suite 400, Nashville, TN 37203

     3. If the current registered office is to be changed, the street address of the new registered office, the zip code of such office, and the county in which the office is located is 800 S. Gay Street, Suite 2021, Knoxville, TN 37929 (County of Knox)

     4. The name of the current registered agent is National Registered Agents, Inc.

     5. If the current registered agent is to be changed, the name of the new registered agent is CT Corporation System

     6. After the change(s), the street addresses of the registered office and the business office of the registered agent will be identical.

July 1, 2005	PHC-Aviation, Inc.
Signature Date	Name of Corporation
Assistant Secretary	/s/ Mary Kim E. Shipp
Signer’s Capacity	Signature
	Mary Kim E. Shipp
	Name (typed or printed)

SS-4427(Rev. 6/03) Filing Fee $20.00 RDA 1678

CORPORATION ANNUAL REPORT [ILLEGIBLE] Annual Report. Filing Fee Due: $20. If no changes are made in block #6 to the registered agent/office, or $40. if any changes are made in block #6 to the registered agent/office Please return completed form to: TENNESSEE SECRETARY OF STATE Attn: Annual Report 312 Eighth Ave. N, 6th Floor William R. Snodgrass Tower Nashville, TN. 37243

EX-3.244

Exhibit 3.244

BYLAWS
OF
PHC-AVIATION, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

1

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.245

Exhibit 3.245

FILED

99 FEB – 4 AM 10:40

SECRETARY OF STATE
TALLAHASSEE, FLORIDA

ARTICLES OF INCORPORATION

The undersigned incorporator, for the purpose of forming a corporation under the Florida Business Corporation Act, hereby adopts the following Articles of Incorporation.

ARTICLE I NAME

The name of the corporation shall be: PHC-BELLE GLADE, INC.

ARTICLE II PRINCIPAL OFFICE

The principal place of business and mailing address of this corporation shall be:

105 Westwood Place, Suite 400
Brentwood, TN 37027

ARTICLE III SHARES

The number of shares of stock that this corporation is authorized to have outstanding at any one time is: 1,000

ARTICLE IV INITIAL REGISTERED AGENT AND STREET ADDRESS

The name and Florida street address of the initial registered agent are:
NRAI Services, Inc.
526 E. ParkAvenue
Tallahassee, FL 32301

ARTICLE V INCORPORATOR

The name and address of the incorporator to these Articles of Incorporation are:

Nora Liggett, Waller Lansden Dortch & Davis, a Professional Limited Liability Company, 511 Union Street, Suite 2100, Nashville City Center, Nashville, TN 37219

/s/ Nora Liggett	02/02/99
Signature/Incorporator	Date

(An additional article must be added if an effective date is requested.)

Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent

/s/ Kathy L. Slayman	2/3/99
Signature Registered Agent	Date

EX-3.246

Exhibit 3.246

BYLAWS
OF
PHC-BELLE GLADE, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in

advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.247

Exhibit 3.247

INDIANA SECRETARY OF STATE
BUSINESS SERVICES DIVISION
CORPORATIONS CERTIFIED COPIES

INDIANA SECRETARY OF STATE
BUSINESS SERVICES DIVISION
302 West Washington Street, Room E018
Indianapolis, IN 46204

http://www.sos.in.gov

March 11, 2011

Company Requested:	PHC-CHARLESTOWN, LP
Control Number:	2001092100398

Date	Transaction	# Pages
09/21/2001	Certificate of Limited Partnership		2
01/07/2002	Certificate of Assumed Business Name		2
11/10/2003	Notice of Change of Registered Office or Registered Agent		1
07/14/2005	Notice of Change of Registered Office or Registered Agent		2

	State of Indiana Office of the Secretary of State I hereby certify that this is a true and complete copy of this 7 page document filed in this office. Dated: March 11, 2011 Certification Number: 2011031179566
Secretary of State

Page 1 of 8 Certification Number: 2011031179566

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

State of Indiana
Office of the Secretary of State

CERTIFICATE OF LIMITED PARTNERSHIP

of

PHC-CHARLESTOWN, LP

I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Certificate of Limited Partnership of the above Domestic Limited Partnership (LP) have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Revised Uniform Limited Partnership Act.

NOW, THEREFORE, with this document I certify that said transaction will become effective Friday, September 21, 2001.

In Witness Whereof, I have caused to be
affixed my signature and the seal of the
State of Indiana, at the City of
Indianapolis, September 21, 2001.



SUE ANNE GILROY,
SECRETARY OF STATE

2001092100398/2001092116922

Page 2 of 8 Certification Number: 2011031179566

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

CERTIFICATE OF LIMITED PARTNERSHIP

Pursuant to the provisions of the Indiana Revised Uniform Limited Partnership Act, the undersigned general partners hereby form the limited partnership named below:

1. The name of the limited partnership is PHC-Charlestown, LP

2. The address of the office at which the records are required to be kept by Section 23-16-2-3(a) is: 105 Westwood Place, Suite 400, Brentwood, TN 37027

3. The name and address of the limited partnership’s agent for service of process is National Service Information, Inc. 320 N. Meridian St., Suite 817, Indianapolis, IN 46204

4. The name and business address of the sole general partner is:

Name	Business Address
PHC-Indiana, Inc.	105 Westwood Place, Suite 400 Brentwood, TN 37027

5. The latest date upon which the limited partnership is to dissolve is: December 31, 2050.

Executed by the general partner, this 20^th day of September, 2001.

PHC-Indiana, Inc.
By:	/s/ Howard T. Wall, III
	Howard T. Wall, III
	Secretary

Page 3 of 8 Certification Number: 2011031179566

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

State of Indiana
Office of the Secretary of State

CERTIFICATE OF ASSUMED BUSINESS NAME

of

PHC-CHARLESTOWN, LP

I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Certificate of Assumed Business Name of the above Domestic Limited Partnership (LP) have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Revised Uniform Limited Partnership Act.

Following said transaction the entity named above will be doing business under the assumed business name(s) of:

MEDICAL CENTER OF SOUTHERN INDIANA

NOW, THEREFORE, with this document I certify that said transaction will become effective Monday, January 07, 2002.

In Witness Whereof, I have caused to be
affixed my signature and the seal of the
State of Indiana, at the City of
Indianapolis, January 7, 2002.



SUE ANNE GILROY,
SECRETARY OF STATE

2001092100398/2002010734832

Page 4 of 8 Certification Number: 2011031179566

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

Shirley Nolot 1P
CLARK COUNTY RECORDER
Clark County Recorder
I 200128882 Page 1 of 1
JW Date 12/26/2001 Time 10:05:11

CERTIFICATE OF ASSUMED BUSINESS NAME
(All Corporations)
State Form 30353 (R8 / 9-97)
State Board of Accounts Approved 1995
SUE ANNE GILROY
SECRETARY OF STATE

CORPORATIONS DIVISION
302 W. Washington St., Rm. E018 Indianapolis IN 46204
Telephone: (317) 232-6576

INSTRUCTIONS:
		Indiana Code 23-15-1-1, et seq.tt
1.	This certificate must also be recorded in the office of County Recorder of each
	county in which a place of business or office is located.	FILING FEES PER CERTIFICATE:
		For-Profit Corporation, Limited Liability
2.	FEES ARE PER ASSUMED NAME. Please make check or money order payable to:	Company, Limited Partnership	$	30.00
	Indiana Secretary of State.	Not-For-Profit Corporation	$	26.00
Please TYPE or PRINT.		Certificate – Additional	$	15.00

1. Name of Corporation, LLC or LP	2. Date of incorporation/admission
PHC-Charlestown, LP	September 21, 2001
3. Address at which the Corporation, LLC, LP will do business or have an office in Indiana. If no office in Indiana, then state current registered address (street address)
2200 Market Street
City, state and ZIP code
Charlestown, IN 47111
4. Assumed business name(s) ($30.00 per name)
Medical Center of Southern Indiana
5. Principal office address of the Corporation, LLC, LP (street address)
105 Westwood Place, Suite 400
City, state and ZIP code
Brentwood, TN 37027
6. Signature  /s/ Howard T. Wall	7. Printed name
	Howard T. Wall, Vice President

STATE OF TENNESSEE
	SS:
COUNTY OF WILLIAMSON

Subscribed and sworn or attested to before me, this 14 day of December 2001.

Notary Public   [ILLEGIBLE]
My Notarial Commission Expires:	My County of Residence is:
My Commission Expires SEPT, 25, 2004	Davidson, Tennessee

This instrument was prepared by:

Sandra Blanton, Waller Lansden Dortch & Davis, PLLC

Page 5 of 8 Certification Number: 2011031179566

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT (ALL CORPORATIONS)
State Form 26276 (R5 /4-95) TODD ROKITA
SECRETARY OF STATE
CORPORATIONS DIVISION
302 W Washington St, Rm. E018
Indianapolis IN 46204
Telephone (317) 232-65766576

INSTRUCTIONS: Use 8 1/2“ x 11” White paper for inserts.
Present original and two (2) copies to address in upper right corner of this form. Please TYPE or PRINT. Indiana Code 23-1-24-2 (for profit corporation)
Indiana Code 23-17-6-2 (non-profit Corporation)

NO FILING FEE

Name of corporation	Date of incorporation
PHC-Charlestown, L.P.	9-21-01

Current registered office address (number and street, city, state, ZIP code)

320 North Meridian Street, Suite 817, Indianapolis, IN 46204

New registered office address (number and street, city, state, ZIP code)

320 North Meridian Street., Indianapolis, IN 46204

Current registered agent (type or print name)

National Service Information, Inc.

New registered agent (type or print name)

National Registered Agents, Inc.

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 20^th day of OCTOBER, 2003

Signature	Title
/s/ Howard Wall, III,	Howard Wall, III, Vice President & Secretary

Page 6 of 8 Certification Number: 2011031179566

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

Name of corporation	Date of incorporation
PHC-CHARLESTOWK, LP	September 21, 2001

Current registered office address (number and street, city, state, ZIP code)

320 N. Meridian Street, Indianapolis, IN 46204

New registered office address (number and street, city, state, ZIP code)

251 E Ohio St., Suite 1100, Indianapolis, IN 46204

Current registered agent (type or print name)

National Registered Agents, Inc.

New registered agent (type or print name)

C T Corporation System

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 1^st day of July, 2005.

Signature	Title
/s/ Mary Kim E. Shipp	Assistant Secretary

Page 7 of 8 Certification Number: 2011031179566

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

Page 8 of 8 Certification Number: 2011031179566

EX-3.248

Exhibit 3.248

AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-CHARLESTOWN, LP

     Pursuant to Article 23-16-3-1 of the Indiana Code (the “Code”), the undersigned parties being all of the partners (the “Partners”) of PHC-Charlestown, LP (the “Limited Partnership”), an Indiana limited partnership formed pursuant to the provisions of Article 23-16-3-2 of the Code, hereby agree as follows:

		Percent			Capital
	Name and Address	Ownership			Contribution
General Partner:	PHC-Indiana, Inc.,		1	%	$	1.00
	an Indiana corporation
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027
Limited Partner:	PHC Hospitals, LLC,		99	%	$	99.00
	a Delaware limited liability
	company
	105 Westwood Place, Suite 400
	Brentwood, Tennessee 37027

     Each Partner made its contribution to capital in cash at the time the General Partner executed the Certificate of Limited Partnership, dated September 20, 2001. Neither Partner shall be required to make any additional contribution of capital to the Limited Partnership, although the Partners may from time to time agree to make additional contributions to the Limited Partnership.

     The Limited Partnership may engage in any lawful business permitted by the Code, including without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with hospitals and other healthcare businesses.

     The address of the registered and principal office of the Limited Partnership is 105 Westwood Place, Suite 400, Brentwood, TN 37027 and the name and address of the registered agent for service of process on the Limited Partnership in the State of Indiana is National Registered Agents, Inc., 320 North Meridian Street, Indianapolis, Indiana 46204.

The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual agreement of the Partners or (ii) December 31, 2050. After payment of all

1

obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the Partners in accordance with their positive ending capital account balances in compliance with Treasury Regulation Section 1.704-l(b)(2)(ii)(b)(2). No Partner shall have the obligation to another Partner, the Limited Partnership, or third party to restore a negative capital account balance during the existence or upon termination of the Limited Partnership.

     A capital account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-l(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-l(b)(2)(iv)(f) that the General Partner believes are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.704-l(b)(2)(iv)(g).

     All distributions and, after giving effect to the special allocations in the following paragraph, all allocations of income, gain, deduction, loss and credits shall be made in accordance with the Percent Ownership of each Partner. No allocation of loss or deduction will he made to a Partner that would create an impermissible capital account balance as computed under Treasury Regulations Section 1.704- l(b)(2)(ii)(d). In the event a Partner’s Percent Ownership changes during a taxable year, allocations of income, gain, deduction, loss, and credit shall be made to reflect the varying interests of the Partners for such taxable year in accordance with Internal Revenue Code Section 706(d) using any permissible method under the applicable Treasury Regulations that is chosen by the General Partner.

     This Agreement contains, and the Partners shall comply with the “qualified income offset” provision of Treasury Regulations Section 1.704-(l(b)(2)(ii)(d), the minimum gain chargeback provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined, interpreted and made in accordance with the applicable Treasury Regulations.

     Income, gain, loss and deduction as computed for income tax purposes with respect to Limited Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations Section 1.704-l(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code Section and/or Treasury Regulations Section 1.704-l(b)(4)(i), as the case may be, using any reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the Partners.

     The General Partner shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Partnership, and may take any and all action without the consent of the Limited Partner. The General Partner shall maintain all books and records required by the Act to be maintained at the address specified above or at any other office designated by the General Partner. The

2

General Partner shall make available at its principal office at the address specified above in the State of Tennessee such books and records of the Limited Partnership as are required pursuant to the Act. The General Partner shall have the right to designate a different registered agent and/or registered office for the Limited Partnership by complying with any requirements pursuant to the Act.

     The Limited Partnership shall indemnify and hold harmless the General Partner, and its members, managers, employees, agents and representatives and the officers, directors, employees agents and representatives of its members to the fullest extent permitted by the Act.

     The Partners hereby agree that all other terms of the Limited Partnership be controlled and interpreted in accordance with the Act.

     EXECUTED effective as of this 25^th day of September, 2001.

	GENERAL PARTNER:
WITNESSES:	PHC-Indiana, Inc., an Indiana corporation
Sandra Blanton	By:	/s/ Howard T. Wall, III
		Howard T. Wall, III
Kathy Teague	Title:	Secretary

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON	)

     On this 25^th day of September, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, III, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

     IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee the day and year first above written.

     Paige T. Boston Notary Public

     (SEAL)

3

WITNESSES:	LIMITED PARTNER:
	PHC Hospitals, LLC
Sandra Blanton	By:	/s/ Howard T. Wall, III
		Howard T. Wall, III
Kathy Teague	Title:	Secretary – Manager

STATE OF TENNESSEE	)
	) SS.:
COUNTY OF WILLIAMSON	)

     On this 25^th day of September, 2001, before me, the subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and other instruments, came Howard T. Wall, III, to me personally known to be the individual described in and who signed the preceding Articles of Limited Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set forth under his signature.

     IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood, Tennessee, the day and year first above written.

     Paigeu T. Boston Notary Public

(SEAL)

4

AMENDMENT NO. 1 TO
LIMITED PARTNERSHIP AGREEMENT
OF
PHC-CHARLESTOWN, LP

     Amendment No. 1 to Limited Partnership Agreement of PHC-Charlestown, LP, effective as of April ___, 2005 (this “Amendment”).

     WHEREAS, PHC-Indiana, Inc., as the General Partner (the “General Partner”), and PHC Hospitals, LLC, as the Limited Partner (the “Limited Partner”) are parties to that certain Limited Partnership Agreement, dated as of September 25, 2001 (the “LP Agreement”); and

     WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the LP Agreement as more fully described herein.

     NOW, THEREFORE, the LP Agreement is hereby amended as follows:

     1. The LP Agreement shall be amended by adding a new paragraph to the end thereto, which shall read as follows:

     “All Limited Partnership interests in the Limited Partnership shall be represented by certificate(s) issued by the Limited Partnership, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Indiana Uniform Commercial Code and shall be governed by Article 8 of the Indiana Uniform Commercial Code.”

     2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Indiana.

     3. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.

     4. Except as amended hereby, the LP Agreement shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

PHC-INDIANA, INC., as General Partner
By:	/s/ William F. Carpenter III
	Name:	William F. Carpenter III
	Title:	Executive Vice President, and Secretary
PHC HOSPITALS, LLC, as Limited Partner
By:	/s/ William F. Carpenter
	Name:	William F. Carpenter III
	Title:	Executive Vice President and Secretary

Signature Page to Amendment No. 1 to LP Agreement
of PHC-Charlestown, LP

EX-3.249

Exhibit 3.249

State of Mississippi
Secretary of State’s Office
C. Delbert Hosemann, Jr.
Secretary of State
Jackson, Mississippi

PHC-CLEVELAND, INC.

Business ID: 683717

The attached 3 pages are true and correct copies of documents filed in the Mississippi Secretary of State’s Office pursuant to the Mississippi Code of 1972 Annotated.

This the 11th day of March, 2011.

SECRETARY OF STATE
P.O. Box 136
Jackson, MS 39205
(601) 359-1633

C. Delbert Hosemann, Jr.
Secretary of State

Certification Number: 12375064-1 Reference: Danny Perry-BJ
Verify this certificate online at https://business.sos.state.ms.us/corp/soskb/verify.asp

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
Articles of Incorporation

	The undersigned, pursuant to Section 79-4-2.02 (if a profit corporation) or Section 79-11-137 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby executes the following document and sets forth:
	1. Type of Corporation
Þ	x Profit	o Nonprofit
	2. Name of the Corporation
Þ	PHC-Cleveland, Inc.

3. The future effective date is
(Complete if applicable)

Þ 4. FOR NONPROFITS ONLY: The period of duration is                       years or                      perpetual

5. FOR PROFITS ONLY: The Number (and Classes) if any of shares the corporation is authorized to issue is (are) as follows

	Classes	# of Shares Authorized		If more than one (1) class of shares is authorized, the preferences, limitations, and relative rights of each class are as follows:
Þ	Common		1,000		(See Attached)
Þ

6. Name and Street Address of the Registered Agent and Registered Office is

Þ	Name	National Registered Agents, Inc.
Þ	Physical Address	840 Trustmark Building, 248 East Capitol Street
Þ	P.O. Box

Þ City, State, ZIP5, ZIP4 Jackson MS 39201      –

7. The name and complete address of each incorporator are as follows

Þ	Name	Howard T. Wall
Þ	Street	105 Westwood Place, Suite 400

Rev.01/96

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
Articles of Incorporation

Þ City, State, ZIP5, ZIP4 Brentwood TN 37027-

Þ	Name
Þ	Street

Þ City, State, ZIP5, ZIP4  -

Þ	Name
Þ	Street

Þ City, State, ZIP5, ZIP4  -

Þ	Name
Þ	Street

Þ City, State, ZIP5, ZIP4  -

8. Other Provisions                      See Attached

9. Incorporators’ Signatures (please keep writing within blocks)

/s/ Howard T. Wall

Rev.01/96

	McDavid, Noblin & West pllc
	Attorneys at Law
	840 TRUSTMARK BUILDING	TELEPHONE
WILLIAM C. NOBLIN, JR.	248 EAST CAPITOL STREET	601 / 948-3305
WILLIAM ERIC WEST**	JACKSON, MISSISSIPPI 39201
JOHN SANFORD McDAVID***		TELECOPIER
DONALD E. EICHER III*		601 / 354-4789
OF COUNSEL		E-MAIL
JOHN LAND McDAVID*+	March 9, 2000	mnwlaw@msn.com
LOWELL F. STEPHENS
* ALSO ADMITTED IN ALABAMA
** ALSO ADMITTED IN ARKANSAS
*** ALSO ADMITTED IN LOUISIANA
+ ALSO ADMITTED IN TENNESSEE

Mr. Eric Clark
Secretary of State for the
State of Mississippi
ATTN: Business Services
P. O. Box 136
Jackson, MS 39205-0136

     RE: PHC-Cleveland, Inc.

          Our File No.: NA7995-004

Dear Mr. Clark:

     Please file the enclosed Articles of Incorporation for the above mentioned entity. I have enclosed a check in the amount of $50.00 to cover the cost of the filing.

     Please place evidence of the filing in the McDavid, Noblin & West box and I will pick it up.

     If you have any questions, please do not hesitate to call me or Mr. Noblin.

Sincerely,

Renee D. Caldecott
Legal Assistant to
W. C. Noblin, Jr.

State of Mississippi
Secretary of State’s Office
C. Delbert Hosemann, Jr.
Secretary of State
Jackson, Mississippi

PHC-CLEVELAND, INC.

Business ID: 683717

The attached 2 pages are true and correct copies of documents filed in the Mississippi Secretary of State’s Office pursuant to the Mississippi Code of 1972 Annotated.

This the 11th day of March, 2011.

SECRETARY OF STATE
P.O. Box 136
Jackson, MS 39205
(601) 359-1633

C. Delbert Hosemann, Jr.
Secretary of State

Certification Number: 12375065-1 Reference: Danny Perry-BJ
Verify this certificate online at https://business.sos.state.ms.us/corp/soskb/verify.asp

Business ID: 683717
Date Filed: 07/26/2010 08:00 AM
C. Delbert Hosemann, Jr.
Secretary of State

Mississippi Secretary of State
Fictitious Business Name Registration
Miss Code Ann. §25-93-1 et seq.

11 F0070

Original Application þ or Renewal o

Applicant’s Legal Name (corporate, LLC, partnership, individual etc.): PHC-Cleveland, Inc.

Applicant’s address: 103 Powell Court Suite 200, Brentwood, TN 37027

MS business ID number (if any): 683717            Business email: Gretchen.Catron@LPNT.net

State of Organization: Mississippi

Non-Mississippi businesses must indicate name of state or nation of organization and attach a copy of the business’s certificate of authority to transact business in Mississippi:

The applicant is a foreign entity:

     þ No o Yes; Certificate of authority is attached with this application.

Fictitious/Business Name: Bolivar Medical Center

Street address(es) of business using name:
901 East Sunflower Road, Cleveland, MS 38732

NAICS Code / Nature of Business: 622110 — Hospital, general medical and surgical

The Applicant, through its undersigned authorized representative, is familiar with the provisions of Mississippi Code Annotated §25-93-1 et seq. and understands that filing this form creates no exclusive rights in or to the fictitious/business name which is the subject of this application. Signed this 12th day of July 2010.

/s/ Mary Kim E. Shipp	Mary Kim E. Shipp
Signature	Printed Name
	Secretary
	Title

Make Check for $25.00 payable to SECRETARY OF STATE. Mail completed form with payment to SECRETARY OF STATE, PO BOX 136, JACKSON, MS 39205-0136. For assistance contact a customer service representative at (800) 256-3494. Visit our website at www.sos.ms.gov for forms and instructions.

July 21, 2010

Mississippi Secretary of State
Attn: Business Filings
PO Box 136
Jackson, MS 39205-0136

Re: Fictitious Business Name Registration

• Bolivar Orthopedics

• Delta Ear Nose Throat-Allergy

• Universal Health Care Center

• Bolivar Medical Center

Dear Sir or Madam:

Enclosed please find one original and a copy of the Fictitious Business Name Registrations for filing on behalf of PHC-Cleveland, Inc. and Bolivar Physician Practices, LLC together with checks in the amount of $25.00 each to cover the filing fees.

Please return the filing evidence to my attention in the enclosed FedEx envelope.

If you need additional information or have any questions, please do not hesitate to contact me at 615-372-8652 or by e-mail at Gretchen.catron@LPNT.net.

Thank you for your assistance.

Sincerely,

Gretchen E. Catron
Legal Assistant
Enclosures

EX-3.250

Exhibit 3.250

BYLAWS
OF
PHC-CLEVELAND, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Mississippi, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Mississippi upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Mississippi as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Mississippi upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum

is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or bylaws to take action, the directors may designate from among their number two or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.251

Exhibit 3.251

SECRETARY OF STATE the attached document(s) of PHC-DOCTORS’ HOSPITAL, INC. are true and correct and are filed in the Louisiana Secretary of State’s Office. 34780296D ORIGF 4/26/1999 2 page(s) 34834731 12104 9/3/1999 1 page(3) 34837215 12104 9/1/2003 1 page (s) 35982487 12104 7/20/2005 1 page(3) 36015549 12104 1/29/2008 2 page(s) 40185740 10 AR 4/16/2010 2 page (3) In testimony whereof, I have hereunto set my hand and caused the Seal of my Office to be affixed at the City of Baton Rouge on, March 14, 2011 MBL 34780296D Certificate ID: 10148526#VMJ62 To validate this certificate, visit the following web site, go to Commercial Division, Certificate Validation, then follow the instructions displayed. www.sos.louisiana.gov Page 1 of 1 on 3/14/2011 8:18:37 AM

W. Fox McKeithen Secretary of State	ARTICLES OF INCORPORATION (R.S. 12:24)
	Domestic Business Corporation Enclose $60.00 filing fee Make remittance payable to: Secretary of State Do not send cash	Return to:	Corporations Division P.O. Box 54125 Baton Rouge, LA 70804-9125 Phone (504) 925-4704

STATE OF LOUISIANA
PARISH OF                                         

1. The name of this corporation is: PHC–DOCTORS’ HOSPITAL, INC.        

2. This corporation is formed for the purpose of: (check one)

þ	Engaging in any lawful activity for which corporations may be formed.
o
	(use for limiting corporate activity)

3.	The duration of this corporation is: (may be perpetual) perpetual
4.	The aggregate number of shares which the corporation shall have authority to issue is: 1,000
5.	The shares shall consist of one class only and the par value of each share is $.01 (shares may be without par value) per share.

6. The full name and post office address of each incorporator is: Howard T. Wall, 105 Westwood Place, Ste. 400,
Brentwood, TN 37027

7. Other provisions:

8.	The corporation’s federal tax identification number is: applied for
Sworn to and subscribed before me at Nashville, TN on this the 22nd day of April, 1999.

Incorporator(s) signature:

/s/ Howard T. Wall

Howard T. Wall, Secretary

/s/ Sharon Tolbert

Notary

My Commission expires on March 24, 1999

[ILLEGIBLE]

(See instructions on back)

(LA - 1 - 3/17/98)

[ILLEGIBLE]

1.	The name of this corporation is: PHC-DOCTORS’ HOSPITAL, INC.
2.	The location and municipal address (not a P.O. Box only) of this corporation’s registered office:
	c/o Corporation Service Company
	320 Somerulos Street, Baton Rouge, Louisiana 70802-6129
3.	The full name and municipal address (not a P.O. Box only) of each of this corporation’s registered agent(s) is/are:
	Corporation Service Company
	320 Somerulos Street, Baton Rouge, Louisiana 70802 - 6129
4.	The names and municipal addresses (not a P.O. Box only) of the first directors are:

Incorporator(s) signature(s):

/s/ Howard T. Wall

Howard T. Wall, Secretary

AGENTS AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named corporation.

Registered agent(s) signature(s):
	/s/ [ILLEGIBLE]
By:

Sworn to and subscribed before me this 23^rd day of April, 1999.

/s/ Gwendolyn S. Andrews

Notary

Notary Public, Clayton, County Georgia

My Commission Expires Aug. 17, 2002

341 Rev. 4/97

[ILLEGIBLE] Secretary of State	NOTICE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R.S. 12:104 & 12:236)
	Domestic Corporation (Business of Non-Profit) Enclose $20.00 filing fee Make remittance payable to Secretary of State Do not send cash

Corporation Name: PHC-Doctors’ Hospital, Inc.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation’s registered office. The new registered office is located at: c/o National Registered Agents, Inc. 225 [ILLEGIBLE] Mandeville, LA 70471 –

/s/ Howard T. Wall

To be signed by one (1) officer or two (2) directors

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation’s registered agent(s). The names(s) and address(es) of the new registered agent(s) is/are as follows:

National Registered Agents, Inc.

225 [ILLEGIBLE]

Mandeville, LA 70471–

/s/ Howard T. Wall

President, Vice President or Secretary

AGENT AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation.

	/s/ Kathy L. Slayman
By:	KATHY L. SLAYMAN
	Registered Agent(s)

Sworn to and subscribed before me this 2^nd day of September, 1999.

/s/ Gwendolen S. Andrews

Notary

Notary Public, Clayton County, Georgia

My Commission Expires Aug. 17, 2002

354 Rev. 5/97 (See instruction on back)

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

TO: The Secretary of State for the State of Louisiana

     Notice is hereby given pursuant to La. R. S. Title 12:04, Title 12:38, Title 12:1308 and Title 12:1350 of the new address of National Registered Agents, Inc.’s Office in the State of Louisiana where process may be served for business entities represented by National Registered Agents, Inc., as shown of the records of the Secretary of State; and under Title 9:3424 for foreign partnerships.

     The Agent for Service of Process, National Registered Agents, Inc., was formerly located at 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219.

     The new address for the subject Agent for Service of Process, National Registered Agents, Inc. is 1280 Clausel Street, Mandeville, Louisiana 70448.

Notice is also given pursuant to La. R. S. Title 12:308 that the registered office for each business entity shown on the records of the Secretary of State to be represented by National Registered Agents, Inc. and designating 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219 is changed to 1280 Clausel Street, Mandeville, Louisiana 70448.

     All such business entities may now be served at the new address of the Agent for Service of Process as set forth as of September 1, 2003.

I, Dennis E. Howarth, President of the aforesaid corporation, hereby declare the contents of this Notice true to the best of my knowledge and belief, as of this 25^th day of August, 2003

National Registered Agents, Inc.
By:	/s/ Dennis E. Howarth
	Dennis E. Howarth, President

W. Fox McKeithen Secretary of State	NOTICE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF REGISTERED AGENT (R.S. 12:104 & 12:236)
	Enclose $25 filing fee Domestic Corporation (Business or Non Profit) Make remittance payable to Secretary of State Do Not Send Cash	Return to:	Commercial Division P.O. Box 94125 Baton Rouge, LA 70804-9125 Phone (225) 925-4704 Web Site: www.sos.louisiana.gov

Corporation Name: PHC-Doctors’ Hospital, Inc.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation’s registered office. The new registered office is located at:                                                                                                                                        

To be signed by an officer or a director Date

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation’s registered agent(s). The name(s) and address(es) of the new registered agent(s) is/are as follows: C T Corporation System, 8550 United Plaza Boulevard, Baton Rouge, Louisiana 70809

/s/ [ILLEGIBLE]	07/05/05
President, Vice President or Secretary	Date

AGENT’S ACCEPTANCE AND ACKNOWLEDGEMENT OF APPOINTMENT

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation.

/s/ Mary R. Adams
CT Corporation System
	MARY R. ADAMS
By:	ASSISTANT SECRETARY

Sworn to and subscribed before me, the undersigned Notary Public, on this date: 7/12/05

NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #

/s/ Joan Bolden   Notary Signature

[ILLEGIBLE] (See instructions on back)

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

     Notice is hereby given pursuant to Louisiana R.S. Title 12:104; 308; 236; 1308; 1350 and 9:3432; 9:3422; 9:3401 of the new address of C T Corporation System in the State of Louisiana where process may be served for the domestic and foreign profit corporations, non profit corporations, limited liability companies and limited partnerships represented by C T Corporation System as shown on the records of the Secretary of State.

     The agent for service of process, C T Corporation System, was formerly located at: 8550 United Plaza Blvd., Baton Rouge, Louisiana 70809. The new address for the said agent for service of process is: 5615 Corporate Blvd, Suite 400B, Baton Rouge, Louisiana 70808.

     Please record the change of registered address for the entities shown on the record of the Secretary of State as being represented by C T Corporation System, as the registered agent. The list of entities is attached to this notice. These entities may now be served at the new address of the agent for service of process as set forth above as of the date of this document is received and filed with the Secretary of State of Louisiana.

     I, Kenneth Uva, Vice President of C T Corporation System, hereby declare the contents of this Notice true to the best of my knowledge and belief as of this 28^th day of January, 2008.

C T CORPORATION SYSTEM
 

/s/ Kenneth Uva  

Kenneth Uva, Vice President 

Sworn to and subscribed before me, the undersigned Notary Public on this date: January 28, 2008.

/s/ Laurel Jean Wellington  

Notary Public  

LAUREL JEAN WELLINGTON

Notary Public, State of New York

No 01WE6035039

Qualified in Kings County

Certificate Filed in New York County

Commission Expires Dec. 20, 2009

JAY DARDENNE
SECRETARY OF STATE State of Louisiana
Secretary of State
COMMERCIAL DIVISION

Uniform Commercial Code
225.925.4704
Fax
225-922-0452

Administrative Services
225-925-4704
Fax
225.925.4726

Corporations
225-925-4704
Fax
225-922-0435

This letter serves as certification that on or about January 29, 2008, our office created a list of the companies for which C T Corporation System serves as registered agent. As per the instructions on the previous page, referred to as Amendment 36015549, we have taken appropriate action to change this registered agent address for all of the clients of C T Corporation System.

Sincerely,

Carla Bonaventure
Commercial Division Administrator

JAY DARDENNE
Secretary of State
DOMESTIC CORPORATION
annual report

For Period Ending
4/26/2010

Mailing Address Only

(INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)
   34780296 D
   PHC-DOCTORS’ HOSPITAL, INC.

   103 POWELL COURT
   SUITE 200
   BRENTWOOD, TN 37027 1 (INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)

Registered Office Address in Louisiana
   (Do not use P. O. Box)
C/O C T CORPORATION SYSTEM
8550 UNITED PLAZA BLVD.
BATON ROUGE, LA 70809

Federal Tax ID Number
62-1779010

Our records indicate the following registered agents for the corporation. Indicate any changes or deletions below. All agents must have a Louisiana address. Do not use a P. O. Box. A NEW REGISTERED AGENT REQUIRES A NOTARIZED SIGNATURE.

     C T CORPORATION SYSTEM

     5615 CORPORATE BLVD., STE. 400B BATON ROUGE, LA 70808

I hereby accept the appointment of registered agent(s).	Sworn to and subscribed before me on
	NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #
New Registered Agent Signature	Notary Signature	Date

This report reflects a maximum of three officers or directors from our records for this corporation. Indicate any changes or deletions below. Include a listing of all names along with each title held and their address. Do not use a P. O. Box. If additional space is needed attach an addendum.

David M. Dill	President	* See Attached Officer & director list*
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027
MARY KIM E. SHIPP	Secretary
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027
MICHAEL S. COGGJN	Vice-President
103 POWELL COURT, SUITE 200 BRENTWOOD, TN 37027

	To be signed by an officer, director or agent	Title	Phone		Date
SIGN è	/s/ MARY KIM E. SHIPP	Secretary		6153728500	4-7-10
	Signee’s address	Email Address			(For Office Use Only)
	103. Powell ct#200 Brentwood, TN 37027	marykim.shipp@cpnt.net

Enclose filing fee of $25.00 Return by: 4/26/2010

Make remittance payable to Secretary of State	To:	Commercial Division
Do Not Send Cash		P. O. Box 94125
Do Not Staple		Baton Rouge, LA 70804-9125
web site: www.sos.louisiana.aov          DO NOT STAPLE		Phone (225) 925-4704
		3   X

ALL UNSIGNED REPORTS WILL BE RETURNED

PHC-Doctors’ Hospital, Inc.
(Shares Authorized: 1,000 Common
Shares Issued: 1,000
Stockholders: Province Healthcare Company)
EIN: 62-1779010

Directors:
David M. Dill
Paul D. Gilbert

Officers:
David M. Dill, President
Jeffrey S. Sherman, Executive Vice President
John P. Bumpus, Executive Vice President
Paul D. Gilbert, Executive Vice President
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

Address for above Officers and Directors:

103 Powell Court Suite 200
Brentwood, TN 37027
615-372-8500

EX-3.252

Exhibit 3.252

BYLAWS
OF
PHC-DOCTORS’ HOSPITAL, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall

be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.253

Exhibit 3.253

STATE OF NEVADA

ROSS MILLER
Secretary of State SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE
SECRETARY OF STATE

Certified Copy

March 14, 2011

Job Number:	C20110311-2688
Reference Number:	00003048221-00
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
C10656- 1998-001	Articles of Incorporation	3 Pages/1 Copies
C10656-1998-003	Amendment	1 Pages/1 Copies

Respectfully,

ROSS MILLER
Secretary of State

Certified By: Christine Rakow
Certificate Number: C20110311-2688
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138

Articles of Incorporation STATE OF NEVADA

P. 2 No.

DEAN HELLER, SECRET OF STATE

IMPORTANT: Read innrocrons on reverse in

TYPE OR PRINT (BLACK INK ONLY) 1. NAME OF CORPORATION:

StreatAdress: 400 W. King

SHAKES:

City

NV 89703

Zip

GOVERNING J30AS& slnBl««jW»*fd«eko«); fccEHtSTWA

Kartin g.

103

105

Articles Of Incorporation
PHC-Elko, Inc.

6. Other Matters: The initial officers of the corporation shall be:

President	Martin S. Rash
Vice President	John M. Rutledge
Vice President, Treasurer	Richard Gore
Vice President & Controller	Brenda Rector
Vice President & Secretary	Howard T. Wall.
Vice President & Asst. Treasurer	Christopher T. Hannon

Address is 105 Westwood Place Ste. 400 Brentwood, TN 37027.

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

(After Issuance of Stock) Filed by:

PHC-Elko, Inc.

Name of Corporation

JUN 05 1998

No. C10656-98

[ILLEGIBLE]

DEAN HELLER, SECRETARY OF STATE

We the undersigned     Richard D. Gore                                                                                                                  and
President or Vice President

Howard T. Wall   Secretary or Assistant Secretary of  PHC-Elko, Inc.   Name of Corporation  do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened, held on the 2nd day of June, 1998, adopted a resolution to amend the original articles as follows:

     Articles of Incorporation shall be amended to add Article IX which reads as follows:

In the event the Corporation acquires Elko General Hospital in Elko, Nevada, the Corporation shall establish and maintain an Advisory Board for Elko General Hospital or any replacement thereof. This Advisory Board shall consist of persons who represent a broad section of the people to be served by Elko General Hospital or any replacement thereof.

     The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of incorporation is _______; that the said change(s) and amendment have been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon.

/s/ [ILLEGIBLE] President or Vice President

[ILLEGIBLE] Secretary or Assistant Secretary

State of Tennessee	ü ý þ
		ss.
County of Williamson

     On June 2, 1998 personally appeared before me, a Notary Public.

Richard D. Gore and Howard T. Wall

who acknowledged

Names of Persons reporting and Signing Document

that they executed the above instrument.

/s/ [ILLEGIBLE] Signature of Notary

(Notary Stamp or Seal) My Commission Expires JAN 29, 2000

EX-3.254

Exhibit 3.254

BYLAWS
OF
PHC-ELKO, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Nevada, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Nevada upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Nevada as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Nevada upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of

directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.255

Exhibit 3.255

STATE OF ARIZONA

ACC/FAX

DATE FILED

OCT 11 2002

DATE APPR Nathan Tagore
TERM                     
BY 10-11-02
1048996-0

ARTICLES OF INCORPORATION
OF
PHC-FORTMOHAVE INC.
(An Arizona Business Corporation)

1. Name. The name of the Corporation is PHC — Fort Mohave, Inc.

2. Initial Business. The corporation initially intends to conduct the business of hospital management and development.

3. Authorized Capital. The Corporation shall have authority to issue 1,000 shares of Common Stock.

4. Known Place of Business. The street address of the known place of business of the Corporation in Arizona is c/o National Registered Agents, Inc. 1850 N. Central Avenue, Suite 1160, Phoenix, Arizona 85003.

5. Statutory Agent. The name and address of the statutory agent of the Corporation in Arizona is National Registered Agents, Inc., 1850 N. Central Avenue, Suite 1160, Phoenix, Arizona 85003.

6. Board of Directors. The initial board of directors shall consist of 2 directors. The names and addresses of the persons who are to serve as the directors until the first annual meeting of shareholders or until their successors are elected and qualified are:

Martin S. Rash
105 Westwood Place, Suite 400
Brentwood, Tennessee 37027

Howard T. Wall, III
105 Westwood Place, Suite 400
Brentwood, Tennessee 37027

The number of persons to serve on the board of directors thereafter shall be fixed by the Bylaws.

7. Incorporator. The name and address of the incorporator is MaryEllen Sullivan Pickrell, 511 Union Street, Suite 2100, Nashville, Tennessee 37219. All powers, duties and responsibilities of the incorporator shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission.

8. Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer, director, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law.

9. Limitation of Liability. To the fullest extent permitted by the Arizona Revised Statutes, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director of the Corporation occurring prior to such repeal, amendment or modification.

EXECUTED this 11^th day of October, 2002 by the incorporator.

Signed:	/s/ MaryEllen Sullivan Pickrell MaryEllen Sullivan Pickrell
	Incorporator

Acceptance of Appointment by Statutory Agent

The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this 11 day of October, 2002.

Signed:	/s/ Melinda Pierce, Assistant Secretary
Melinda Pierce, Assistant Secretary
	[Print Name Here]

2

AFFIDAVIT OF PUBLICATION
for Corporation Commission

Arizona Capitol Times
P.O. Box 2260       Phoenix, AZ 85002
Phone: (602) 258-7026 / Fax: (602) 258-2504

STATE OF ARIZONA
County of Maricopa

I, DIANA CREIGHTON, am authorized by the publisher as agent to make this affidavit of publication. Under oath, I state that the following is true and correct.

The ARIZONA CAPITOL TIMES, is a newspaper which is published weekly, is of general circulation and is in compliance with Arizona Revised Statutes §§ 10-140.34 & 39-201.A & B. The notice will be/is being published three (3) consecutive times in the newspaper listed above.

DATES OF PUBLICATION:

1)	November 1,2002
2)	November 8, 2002
3)	November 15, 2002

THE NAME OF THE CORPORATION:	PHC-FORT MOHAVE, INC.
CORPORATE FILE NUMBER:	1048996-0
TYPE OF DOCUMENT:	Articles of Incorporation

(EXAMPLE: Merger between party a and party by name change from/to foreign authority with a fictitious name; articles of Incorporation; application for authority: articles of organization; amendment: etc.)

AUTHORIZED SIGNATURE:	[ILLEGIBLE]
	SUBSCRIBED AND SWORN TO BEFORE ME ON THE 1ST OF NOVEMBER, 2002.
NOTARY SIGNATURE:	Maria Chomina
RECEIVED 11-05-02 NOV 0 4 2002 ARIZONA CORP. COMMISSION CORPORATION DIVISION

AFFIDAVIT OF PUBLICATION

PHC • FORT MOHAVE, INC.

*

6 (Corporate file # 1045996-0

Business

Gazette

Tom Bianco, being first duly sworn, upon oath deposes and says: That he is the legal advertising manager of the Arizona Business Gazette, a newspaper of general circulation in the county of Maricopa. State of Arizona, published weekly at Phoenix. Arizona, and that the copy hereto attached is a true copy of the advertisement published in the said paper on the dates indicated.

STATE OF ARIZONA

Office of the CORPORATION COMMISSION

I, Ernest G. Johnson, Executive Director of the Arizona Corporation Commission, do hereby certify that the attached copy of the following document:

STATEMENT OF CHANGE, 06/28/2005

consisting of 1 pages, is a true and complete copy of the original of said document on file with this office for:

PHC-FORT MOHAVE, INC. ACC file number: -1048996-0

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Arizona Corporation Commission on this date: March 18, 2011.

STATEMENT OF CHANGE OF KNOWN
PLACE OF BUSINESS AND OF
STATUTORY AGENT

OF

PHC-FORT MOHAVE, INC. Received
June 28, 2005
Arizona Corporation
Commission
Corporations Division

(an Arizona corporation)

To the Arizona Corporation Commission
State of Arizona

Pursuant to the provisions of the General Corporation Law of the State of Arizona, the corporation hereinafter named delivers the following statement:

1. The name of the corporation is PHC-FORT MOHAVE, INC..

2. The ACC file number is: -1048996-0.

3. The present address of the known place of business of the corporation in the State of Arizona is 105 WESTWOOD PL #400, BRENTWOOD, TN 37027.

4. The present address of the known place of business of the corporation in the State of Arizona is as c/o National Registered Agents, Inc.,
1850 N. Central Avenue, Suite 1160, Phoenix, AZ 85004.

5. The name and the address of the present statutory agent of the corporation in the State of Arizona are as follows:
National Registered Agents, Inc., 1850 N. Central Avenue, Suite 1160, Phoenix, AZ 85004, County of Maricopa

6. The registered agent of the corporation hereby changes the aforesaid statutory address as follows:

     The name and new address of the corporation’s statutory agent in the State of Arizona are:

Name	Address
National Registered Agents, Inc.	638 North Fifth Avenue
	Phoenix, AZ 85003
	County of Maricopa,

8. The corporation has been given written notice of the change.

Dated: June 28, 2005	National Registered Agents, Inc.
	By:	/s/ Dennis E. Howarth
		Dennis E. Howarth, President

STATE OF ARIZONA Office of the CORPORATION COMMISSION

I, Ernest G. Johnson, Executive Director of the Arizona Corporation Commission, do hereby certify that the attached copy of the following document:

STATEMENT OF CHANGE, 07/25/2005

consisting of 2 pages, is a true and complete copy of the original of said document on file with this office for:

PHC-FORT MOHAVE, INC. ACC file number: -1048996-0

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Arizona Corporation Commission on this date: March 18,2011.

NO FILING FEE REQUIRED	CORPORATION STATEMENT OF CHANGE OF KNOWN PLACE OF BUSINESS OR STATUTORY AGENT

NOTE: It is critical that the Corporation Commission receive information about the existing (old) official address and/or agent data as well as the new address or agent data. Please check with our Records section, (602) 542-3026 or our web site, www.cc.state.az.us/corp to obtain the correct information.

1.	The exact name of the corporation on file with the Arizona Corporation Commission (ACC) is: PHC-Fort Mohave, Inc.
2.	The ACC file number is 1048996-0
3.	The known place of business currently (old) on file with the ACC is:

105 Westwood Place, Suite 400
Brentwood, Tennessee 37027

4. The name and address of the current statutory agent on file with the ACC is:

National Registered Agents Inc.
1850 N. Central Avenue, Suite 1160
Phoenix, Arizona 85003

(A)o	The known place of business in ARIZONA is to be changed. The street address of the new (now, or in the near future) known place of business is:
(B)	o Foreign corporations only: The known place of business in the State or Country in which the corporation was incorporated is to be changed. The new foreign address is: 103 Powell Court. Suite 200. Brentwood. Tennessee. 37027
5.	Indicate which address the Annual Report should be mailed to: 4(A) 4(B) XXXX
6.	(A)þ The statutory agent in ARIZONA is to be changed. The name and address of the new statutory agent is:

C T Corporation System
3225 North Central Avenue
Phoenix, Arizona 85012

Page 1 of 2

Corporation Name: PHC-Fort Mohave, Inc.      File Number: 1048996-0

(B)o The address of the statutory agent in ARIZONA is to be changed. The new address of the statutory agent is:

and the statutory agent has given the Corporation written notice of this change.

ARS §10-140 requires that changes to corporation(s) be executed by an officer of the corporation, whose file is to be changed.

           DATED this 1^st day of July, 2005

PHC-Fort Mohave. Inc.                      [Name of Corporation]

By	/s/ Mary Kim E. Shipp
Mary Kim E. Shipp Asst. Secretary
[Name]                     [Title]
[Statutory Agent]* *(Statutory Agent must sign only if changing address.)

If the agent has a P.O. box, then they must also provide a physical location/address where service of process on the corporation can occur. Also, personal mail boxes (PMB) are unacceptable for a physical address, but fine for a mailing address.

Acceptance of Appointment
By Statutory Agent**

          The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this 12^th day of July, 2005

     Signature: /s/ Mary R. Adams                                                       

MARY R. ADAMS
ASSISTANT SECRETARY

     Printed Name: CT Corporation System

**(required only if a new statutory agent is being appointed)

Page 2 of 2

STATE OF ARIZONA

Office of the CORPORATION COMMISSION

I, Ernest G. Johnson, Executive Director of the Arizona Corporation Commission, do hereby certify that the attached copy of the following document:

STATEMENT OF CHANGE, 05/26/2006

consisting of 1 pages, is a true and complete copy of the original of said document on file with this office for: PHC-FORT MOHAVE, INC. ACC file number: -1048996-0

CORPORATION
STATEMENT OF CHANGE OF
KNOWN PLACE OF BUSINESS OR STATUTORY AGENT ADDRESS

1.	The exact name of the Corporation on file with the Arizona Corporation Commission (ACC) is: PHC-FORT MOHAVE, INC.
2.	The ACC File Number is: 10489960
3.	The address of the known place of business currently on file with the ACC is: 103 POWELL CT #200, BRENTWOOD, TN37027
4.	The address of the current statutory agent on file with the ACC is: 3225 N CENTRAL AVE, PHOENIX, AZ 85012
5.	The name of the current statutory agent is: C T CORPORATION SYSTEM
6.	The new address of the statutory agent in Arizona is: 2394 E. Camelback Road, Phoenix, AZ 85016
7.	The statutory agent has given the entity written notice of this change.
8.	If the entity indicates its address of the known place of business in Arizona is our (the statutory agent) address, please update accordingly.

Dated: May 19, 2006

CT CORPORATION SYSTEM

Kenneth J Uva, Vice President

Received
May 26, 2006

Arizona Corporation

Commission

Corporations Division

EX-3.256

Exhibit 3.256

BYLAWS
OF
PHC-FORT MOHAVE, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Arizona, fixed by the Board of Directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Arizona upon call of the Board of Directors, the Chairman of the Board of Directors, if any, the President, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a Board of Directors consisting of not less than one nor more than three members, such number of directors within such range to be fixed by action of the Board of Directors. The range of size for the Board may be increased or decreased by the shareholders. Vacancies in the Board of Directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Arizona as shall be fixed by the board of directors. Special meetings of the Board of Directors may be held at any place within or outside the State of Arizona upon call of the Chairman of the Board of Directors, the President or any two (2) directors, which call shall set forth the date, time and place of meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the

number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The Board of Directors shall elect a President and Secretary, and such other officers as it may deem appropriate. The President, Secretary, and any other officer so appointed by the Board of Directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office. Officers shall have the authority and responsibilities given them by the Board of Directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the Board of Directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken; or (ii) the number of directors required by the Charter or Bylaws to take action, the directors may designate from among their number one or more directors to constitute an Executive Committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the Board of Directors.

     8. Amendment of Bylaws. The Bylaws of the Corporation may be amended or repealed, and additional Bylaws may be adopted, by action of the Board of Directors or of the shareholders, but any Bylaws adopted by the Board of Directors may be amended or repealed by the shareholders.

EX-3.257

Exhibit 3.257

STATE OF COLORADO department of state certificate I, SCOTT GESSLER, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE, THE ATTACHED IS A FULL, TRUE AND COMPLETE COPY OF THE ARTICLES OF INCORPORATION AND ALL AMENDMENTS THERETO OF PHC-FORT MORGAN, INC. (COLORADO CORPORATION) ..- AS FILED IN THIS OFFICE AND ADMITTED TO RECORD. Dated: March 09, 2011

Document Processing Fee
      If document is on paper: $50.00
      If document is filed electronically: $ .99
Fees are subject to change.
Instructions for completing this form are available, visit www.sos.state.co.us.
For electronic filing and to obtain copies of filed documents visit www.sos.state.co.us.
Deliver paper documents to:
Colorado Secretary of State
Business Division
1560 Broadway, Suite 200
Denver, CO 80202-5169
Paper documents must be typed or machine printed.

Colorado Secretary of State
Date and Time: 01/03/2005 02:29 PM
Entity Id: 20051001518

Document number: 20051001518







ABOVE SPACE FOR OFFICE USE ONLY

Articles of Incorporation
filed pursuant to §7-90-301, et seq. and §7-102-102 of the Colorado Revised Statutes (C.R.S)

1. Entity name:
	PHC-Fort Morgan, Inc.
	(The name of a corporation must contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, ” Corp.”, inc.”, “ co.” or “ltd” ; If the corporation is a professional corporation, it must contain the term or abbreviation “professional corporation”, “p.c. ”, or “pc” §7- 90-601, C.R.S.)
2. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, make the applicable selection):	o “bank” or “trust” or any derivative thereof      o “credit union” o “savings and loan”      o “insurance”, “casualty”, “mutual”, or “surety”
3. Principal office street address:	105 Westwood Place
	(Street name and number)
	Suite 400
	Brentwood	TN		37027
	(City)	(State)	(Postal/Zip Code)
	United States
	(Province – if applicable)	(Country – if not US)
4. Principal office mailing address:
(if different from above):	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)
5. Registered agent: (if an individual):
	(Last)	(First)	(Middle)		(Suffix)
OR (if a business organization):
	National Registered Agents, Inc.
6. The person appointed as registered agent in the document has consented to being so appointed.
7. Registered agent street address: 1535 Grant Street
	(Street name and number)

Rev. 10/13/ 2004

1 of 3

	Suite 140
	Denver	CO		80203
	(City)	(State)	(Postal/Zip Code)
8. Registered agent mailing address:
(LEAVE BLANK if same as above)	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)
9. If the corporation’s period of duration is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)
10. (OPTIONAL) Delayed effective date:	(mm/dd/yyyy)
11. Name(s) and address(es) of incorporator(s): (if an individual):	Edwards	Faye		S.
	(Last)	(First)	(Middle)                 (Suffix)
OR (if a business organization):
	105 Westwood Place
	(Street name and number or Post Office Box information)
	Suite 400
	Brentwood	TN		37027
	(City)	(State)	(Postal/Zip Code)
	United States
	(Province – if applicable)	(Country – if not US)
(if an individual)
	(Last)	(First)	(Middle)                 (Suffix)
OR (if a business organization)
	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	United States
	(Province – if applicable)	(Country – if not US)
(if an individual)
	(Last)	(First)	(Middle)                 (Suffix)
OR (if a business organization)
	(Street name and number or Post Office Box information)

Rev. 10/13/2004

2 of 3

(City)	(State)	(Postal/Zip Code)
United States
(Province – if applicable)	(Country – if not US)

(If there are more than three incorporators, mark this box o and include an attachment stating the true names and mailing addresses of all additional incorporators.)

12.	The corporation is authorized to issue 1,000/(number) shares of common stock.
	(Additional classes of capital stock may be authorized and additional information regarding the corporation’s stock may be stated, mark this box o and include an attachment stating pertinent information.)
13.	Additional information may be included pursuant to §7-102-102, C.R.S. and other organic statutes such as title 12, C.R.S. If applicable, mark this box o and include an attachment stating the additional information.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

14. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Edwards	Faye	S.
	(Last)	(First)	(Middle) (Suffix)
	105 Westwood Place
	(Street name and number or Post Office Box information)
	Suite 400
	Brentwood	TN	37027
	(City)	(State)	(Postal/Zip Code)
	United States
	(Province – if applicable)	(Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

Rev. 10/13/2004

3 of 3

Document Processing Fee
If document is on paper:	$	10.00
If document is filed electronically:	$	.99
Fees are subject to change.
For electronic filing and to obtain copies of filed documents visit www.sos.state.co.us
Deliver paper documents to:
Colorado Secretary of State
Business Division
1560 Broadway, Suite 200
Denver, CO 80202-5169
Paper documents must be typed or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name

filed pursuant to 7-90-301, et seq. and §7-71-101 of the Colorado Revised Statutes (C.R.S)

ID number:		20051001518
1.	Entity name:	PHC-Fort Morgan, Inc.
2.	Trade name under which the business is transacted or the activities are conducted:	Colorado Plains Medical Center
3.	Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, make the applicable selection):	o “bank” or “trust” or any derivative thereof o “credit union” o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4.	A brief description of the business transacted or activities conducted under the trade name:	healthcare services
	(If more space is needed, mark this box o and include an attachment of the brief description of the business transacted or the activities conducted under the trade name.)
5.	(Optional) Delayed effective date:	.         (mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

Rev. 6/14/2004

1 of 2

6.	Name(s) and address(es) of the individual(S) causing the document to be delivered for filing:	Wall	Howard	T.	III
		(Last)	(First)	(Middle)	(Suffix)
		105 Westwood Place
		(Street name and number or Post Office Box information)
		Suite 400
		Brentwood	TN	37077
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)		(Country – if not US)
	(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

Rev. 6/14/2004

2 of 2

Document Processing Fee
If document is on paper:	$	10.00
If document is filed electronically:	$	.99
Fees are subject to change.
For electronic filing and to obtain copies of filed documents visit www.sos.state.co.us
Deliver paper documents to:
Colorado Secretary of State
Business Division
1560 Broadway, Suite 200
Denver, CO 80202-5169
Paper documents must be typed or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name

filed pursuant to 7-90-301, et seq. and §7-71-101 of the Colorado Revised Statutes (C.R.S)

ID number:		20051001518
1.	Entity name:	PHC-Fort Morgan, Inc.
2.	Trade name under which the business is transacted or the activities are conducted:	Colorado Plains Medical Center Home Care
3.	Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, make the applicable selection):	o “bank” or “trust” or any derivative thereof o “credit union” o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4.	A brief description of the business transacted or activities conducted under the trade name:	healthcare services
	(If more space is needed, mark this box o and include an attachment of the brief description of the business transacted or the activities conducted under the trade name.)
5.	(Optional) Delayed effective date:	03/01/2005
		(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

Rev. 6/14/2004

1 of 2

6.	Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Wall	Howard		T.	III
		(Last)	(First)	(Middle)		(Suffix)
		105 Westwood Place
		(Street name and number or Post Office Box information)
		Suite 400
		Brentwood	TN		37027
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)		(Country – if not US)
	(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

Rev. 6/14/2004

2 of 2

Document Processing Fee
If document is on paper:	$	10.00
If document is filed electronically:	$	.99
Fees are subject to change.
For-electronic filing and to obtain copies of filed documents visit www.sos.state.co.us
Deliver paper documents to:
Colorado Secretary of State Business
Division 1560 Broadway, Suite 200
Denver, CO 80202-5169
Paper documents must be typed or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name

filed pursuant to 7-90-301, et seq. and §7-71-101 of the Colorado Revised Statutes (C.R.S)

ID number:		20051001518
1.	Entity name:	PHC-Fort Morgan, Inc.
2.	Trade name under which the business is transacted or the activities are conducted:	Washington County Clinic
3.	Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, make the applicable selection):	o “bank” or “trust” or any derivative thereof o “credit union” o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4.	A brief description of the business transacted or activities conducted under the trade name:	healthcare services
	(If more space is needed, mark this box o and include an attachment of the brief description of the business transacted or the activities conducted under the trade name.)
5.	(Optional) Delayed effective date:	03/01/2005
		(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

Rev. 6/14/2004

1 of 2

6.	Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Wall	Howard		T.	III
		(Last)	(First)	(Middle)		(Suffix)
		105 Westwood Place
		(Street name and number or Post Office Box information)
		Suite 400
		Brentwood	TN		37027
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)		(Country – if not US)
	(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

Rev. 6/14/2004

2 of 2

Document Processing Fee
If document is on paper:	$	125.00
If document is filed electronically:	Currently Not Available
Fees are subject to change.
For electronic filing and to obtain copies of filed documents visit www.sos.state.co.us
Deliver paper documents to:
Colorado Secretary of State Business
Division 1560 Broadway, Suite 200
Denver, CO 80202-5169
Paper documents most be typed or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Statement of Change

filed pursuant to §7-90-301, et seq. and §7-90-305.5 or §7-90-604 or §7-90-701 or §7-90-702 or §7-90-705 or
§7-90-804 of the Colorado Revised Statutes (C.R.S)

ID number:		20051001518
1.	Entity name:	PHC-Fort Morgan, Inc.
2.	True name:
	(if different from the entity name)
Complete lines 3 - 15 as applicable. You must complete line 16.

3.	Resignation of registered agent of record:
	Date on which agent resigned:
		(mm/dd/yyyy)
	Registered agent: (if an individual)
		(Last)	(First)	(Middle)	(Suffix)
	OR (if a business organization)
	Registered agent street address:
		(Street name and number)
			CO
		(City)	(State)	(Postal/Zip Code)
	The person appointed as registered agent has delivered notice of the change to the entity at the principal office address of its principal office.
4.	Appointment of new registered agent following resignation of registered agent of record:
	Registered agent: (if an individual)
		(Last)	(First)	(Middle)	(Suffix)
	OR (if a business organization)
	The person appointed as registered agent in the document has consented to being so appointed.

CHANGE
CO008 - 4/04/05 C T System Online	Rev. 3/29/2005

Page 1 of 4

	Registered agent street address:
		(Street name and number)
			CO
		(City)	(State)	(Postal/Zip Code)
	Registered agent mailing address:
	(if different from above)	(Street name and number or Post Office Box Information)
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country — if not US)
5.	Change of registered agent name and/or address of record:
	Registered agent: (if an individual)
		(Last)	(First)	(Middle)		(Suffix)
	OR (if a business organization)
		The Corporation Company
	The person appointed as registered agent in the document has consented to being so appointed.
	Registered agent street address:	1675 Broadway
		(Street name and number)
		Denver	CO		80202
		(City)	(State)	(Postal/Zip Code)
	Registered agent mailing address:
	(if different from above)	(Street name and number or Post Office Box information)
		(City)	(State)	(Postal/Zip Code)
		(Province — if applicable)	(Country — if not US)
	If the change is being effected by the registered agent, the following statement applies:
	The person appointed as registered agent has delivered notice of the change to the entity at the principal office address of its principal office.
6.	Change of principal office address of record:
	New principal office street address:
		(Street name and number)
		(City)	(State)	(Postal/Zip Code)
		(Province — if applicable)	(Country — if not US)
	New principal office mailing address:
	(if different from above)	(Street name and number or Post Office Box information)

CHANGE	Rev. 3/29/2005
CO008 – 4/04/05 C T System Online

Page 2 of 4

		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country – if not US)
7.	Document number:
	(required for change(s) to 8, 9, 10, 11,
	and/or 12 below)
8.	Change of entity name of record (LLP, art. 61 LLLP or foreign entity only):
	New entity name:
9.	Change of true name of record (LLP, art. 61 LLLP, general partnership or foreign entity only):
	New true name:
10.	Change of jurisdiction of formation of record (foreign entity only):
	New jurisdiction of formation:
11.	Change of entity form of record (foreign entity only):
	New entity form:
12.	Other change(s) not provided for above:
	If other information contained in the filed document is being changed, mark this box o and include an attachment stating the information to be changed and each such change.
	If other information is being added or deleted, mark this box o and include an attachment stating each addition or deletion.
13.	Withdrawal of Statement of Registration of True Name: (if applicable, mark this box o)
14.	Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, make the applicable selection):	o “bank” or “trust” or any derivative thereof o “credit union” o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
15.	(Optional) Delayed effective date:
		(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

CHANGE	Rev. 3/29/2005
CO008 - 4/04/05 C T System Online

Page 3 of 4

16.	Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	McKinnon	Gail	H.
		(Last)	(First)	(Middle)	(Suffix)
		103 Powell Court
		(Street name and number or Post Office Box information)
		Suite 200
		Brentwood	TN	37027
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country – if not US)
	(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

Change		Rev. 3/29/2005
CO008 - 4/04/05 C T System Online	Page 4 of 4

Document processing fee If document is filed on paper			Colorado Secretary of State Date and Time: 03/28/2006 09:09 AM
If document is filed on paper	$	100.00	Entity Id: 20051001518
If document is filed electronically	$	10.00
Late fee if entity is in noncompliant status
If document is filed on paper	$	50.00	Document number: 20061130577
If document is filed electronically	$	20.00
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Annual Report

filed pursuant to §7-90-301, et seq. and §7-90-501 of the Colorado Revised Statutes (C.R.S)

ID number:	20051001518
Entity name:	PHC-Fort Morgan, Inc.
Jurisdiction under the law of which the entity was formed or registered:	Colorado

You must complete line 1.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

1.	Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	McKinnon	Gail		H.
		(Last)	(First)	(Middle)		(Suffix)
		103 Powell Court
		(Street name and number or Post Office Box information)
		Suite 200
		Brentwood	TN		37027
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country – if not US)
	(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

REPORT Rev. 3/8/2006

Page 1 of 2

o	Mark the box if information requested below is current in the records of the Secretary of State OR complete Questions 2 through 7.
2.	Principal office street address:	103 Powell Court
		(Street name and number)

Suite 200
Brentwood	TN		37027
(City)	(State)	(Postal/Zip Code)
(Province – if applicable)	(Country – if not US)

3.	Principal office mailing address:
	(if different from above)	(Street name and number or Post Office Box information)
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country – if not US)
4.	Registered agent name: (if an individual)
		(Last)	(First)	(Middle)	(Suffix)
	OR (if a business organization)
		The Corporation Company

5.	The person identified above as registered agent has consented to being so appointed.
6.	Registered agent street address:	1675 Broadway
		(Street name and number)
		Denver	CO		80202
		(City)	(State)	(Postal/Zip Code)

7.	Registered agent mailing address:
	(if different from above)	(Street name and number or Post Office Box information)
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country – if not US)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

REPORT Rev. 3/8/2006

Page 2 of 2

			Colorado Secretary of State
			Date and Time: 03/26/2007 11:44 AM
Document processing fee			Id Number: 20051001518
If document is filed on paper	$	100.00	Document number: 20071149792
If document is filed electronically	$	10.00
Late fee if entity is in noncompliant status
If document is filed on paper	$	50.00
If document is filed electronically	$	20.00
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Annual Report

filed pursuant to §7-90-301, et seq. and §7-90-501 of the Colorado Revised Statutes (C.R.S)

ID number:	20051001518
Entity name:	PHC-Fort Morgan, Inc.
Jurisdiction under the law of which the entity was formed or registered:	Colorado

You must complete line 1.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

1.	Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	McKinnnon	Gail		H
		(Last)	(First)	(Middle)		(Suffix)
		103 Powell Court
		(Street name and number or Post Office Box information)
		Suite 200
		Brentwood	TN		37027
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country – if not US)
	(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

REPORT Rev. 3/8/2006

Page 1 of 2

o	Mark the box if information requested below is current in the records of the Secretary of State OR complete Questions 2 through 7.
2.	Principal office street address:	103 Powell Court
		(Street name and number)
		Suite 200
		Brentwood	TN		37027
		(City)	(State)	(Postal/Zip Code)
			United States
		(Province – if applicable)	(Country – if not US)
3.	Principal office mailing address:
	(if different from above)	(Street name and number or Post Office Box information)
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country – if not US)
4.	Registered agent name: (if an individual)
		(Last)	(First)	(Middle)		(Suffix)
	OR (if a business organization)
		The Corporation Company
5.	The person identified above as registered agent has consented to being so appointed.
6.	Registered agent street address:	1675 Broadway Ste 1200
		(Street name and number)
		Denver	CO		80202
		(City)	(State)	(Postal/Zip Code)
7.	Registered agent mailing address:
	(if different from above)	(Street name and number or Post Office Box information)
		(City)	(State)	(Postal/Zip Code)
		(Province – if applicable)	(Country – if not US)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

REPORT Rev. 3/8/2006

Page 2 of 2

			Colorado Secretary of State
			Date and Time: 03/27/2008 06:22 AM
Document processing fee			Id Number: 20051001518
If document is filed on paper	$	100.00
If document is filed electronically	$	10.00	Document number: 20081164136
Late fee if entity is in noncompliant status
If document is filed on paper	$	50.00
If document is filed electronically	$	40.00
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Annual Report
filed pursuant to §7-90-301, et seq. and §7-90-501 of the Colorado Revised Statutes (C.R.S)

ID number:	20051001518
Entity name:	PHC-Fort Morgan, Inc.
Jurisdiction under the law of which the entity was formed or registered:	Colorado

You must complete line 1.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

1. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Shipp	Mary Kim	E
	(Last)	(First)	(Middle)	(Suffix)
	103 Powell Court
	(Street name and number or Post Office Box information)
	Suite 200
	Brentwood	TN	37027
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)		(Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

REPORT Rev. 01/01/2008

Page 1 of 2

o Mark the box if information requested below is current in the records of the Secretary of State OR complete Questions 2 through 7.

2. Principal office street address:	103 Powell Court
	(Street name and number)
	Suite 200
	Brentwood	TN		37027
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)
3. Principal office mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)	(State)		(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)
4. Registered agent name: (if an individual)
	(Last)	(First)	(Middle) (Suffix)
OR (if a business organization)	The Corporation Company
5. The person identified above as registered agent has consented to being so appointed.
6. Registered agent street address:	1675 Broadway Ste 1200
	(Street name and number)
	Denver	CO		80202
	(City)	(State)	(Postal/Zip Code)
7. Registered agent mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

REPORT Rev. 01/01/2008

Page 2 of 2

			Colorado Secretary of State
			Date and Time: 03/06/2009 11:52 AM
	$	100.00	ID Number: 20051001518
Document processing fee
If document is filed on paper	$	10.00	Document number: 20091136230
If document is filed electronically	$	50.00	Amount Paid: $10.00
Late fee if entity is in noncompliant status	$	40.00
If document is filed on paper
If document is filed electronically
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Annual Report
filed pursuant to §7-90-301, et seq. and §7-90-501 of the Colorado Revised Statutes (C.R.S)

ID number:	20051001518
Entity name:	PHC-Fort Morgan, Inc.
Jurisdiction under the law of which the entity was formed or registered:	Colorado

1. Principal office street address:	103 Powell Court
	(Street name and number)
	Suite 200
	Brentwood (City)	TN (State)	37027 (Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)
2. Principal office mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)
3. Registered agent name: (if an individual)
	(Last)	(First)	(Middle) (Suffix)
OR (if a business organization)	The Corporation Company

4. The person identified above as registered agent has consented to being so appointed.

REPORT Rev. 07/17/08

Page 1 of 2

5. Registered agent street address:	1675 Broadway Ste 1200
	(Street name and number)
	Denver	CO	80202
	(City)	(State)	(Postal/Zip Code)
6. Registered agent mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

7. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Shipp	Mary	Kim
	(Last)	(First)	(Middle)		(Suffix)
	103 Powell Court
	(Street name and number or Post Office Box information)
	Suite 200
	Brentwood	TN		37027
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

REPORT Rev. 07/17/08

Page 2 of 2

			Colorado Secretary of State
			Date and Time: 03/29/2010 03:04 PM
			ID Number: 2005 10015 18
Document processing fee
If document is filed on paper	$	100.00	Document number: 20101185038
If document is filed electronically Late fee if entity is in noncompliant status	$	10.00	Amount Paid: $10.00
If document is filed on paper	$	50.00
If document is filed electronically	$	40.00
Fees & forms/cover sheets are subject to change.
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.
Paper documents must be typewritten or machine printed.			ABOVE SPACE FOR OFFICE USE ONLY

Annual Report
filed pursuant to §7-90-301, et seq. and §7-90-501 of the Colorado Revised Statutes (C.R.S)

ID number:	20051001518
Entity name:	PHC-Fort Morgan, Inc.
Jurisdiction under the law of which the entity was formed or registered:	Colorado
1. Principal office street address:	103 Powell Court
	(Street name and number)
	Suite 200
	Brentwood	TN	37027
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)
2. Principal office mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)
3. Registered agent name: (if an individual)
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization)	The Corporation Company

4. The person identified above as registered agent has consented to being so appointed.

REPORT Rev. 07/17/08

Page 1 of 2

5. Registered agent street address:	1675 Broadway Ste 1200
	(Street name and number)
	Denver	CO		80202
	(City)	(State)	(Postal/Zip Code)
6. Registered agent mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

7. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Shipp	Mary Kim		E.
	(Last)	(First)	(Middle)		(Suffix)
	103 Powell Court
	(Street name and number or Post Office Box information)
	Suite 200
	Brentwood	TN		37027
	(City)	(State)	(Postal/Zip Code)
			United States
	(Province – if applicable)		(Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

REPORT Rev. 07/17/08

Page 2 of 2

			Colorado Secretary of State
			Date and Time: 01/24/2011 03:17 PM
			ID Number: 20051001518
Document must be filed electronically.
Paper documents will not be accepted.	$	10.00	Document number: 20111048168
Document processing fee Late fee if entity is in noncompliant status	$	40.00	Amount Paid: $10.00
Fees & forms/cover sheets are subject to change.
To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business. and select Business Center.			ABOVE SPACE FOR OFFICE USE ONLY

Periodic Report
filed pursuant to §7-90-301, et seq. and §7-90-501 of the Colorado Revised Statutes (C.R.S)

ID number:	20051001518
Entity name:	PHC-Fort Morgan, Inc.
Jurisdiction under the law of which the entity was formed or registered:	Colorado
1. Principal office street address:	103 Powell Court
	(Street name and number)
	Suite 200
	Brentwood	TN	37027
	(City)	(State)	(Postal/Zip Code)
		United States
	(Province – if applicable)	(Country – if not US)
2. Principal office mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)
3. Registered agent name: (if an individual)
	(Last)	(First)	(Middle)	(Suffix)
OR (if a business organization)	The Corporation Company
4. The person identified above as registered agent has consented to being so appointed.
5. Registered agent street address:	1675 Broadway Ste 1200
	(Street name and number)
	Denver	CO	80202
	(City)	(State)	(Postal/Zip Code)

REPORT Rev. 08/11/2010

Page 1 of 2

6. Registered agent mailing address:
(if different from above)	(Street name and number or Post Office Box information)
	(City)	(State)	(Postal/Zip Code)
	(Province – if applicable)	(Country – if not US)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

7. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Monte	Christopher	J.
	(Last)	(First)	(Middle)	(Suffix)
	103 Powell C
	(Street name and number or Post Office Box information)
	Suite 200
	Brentwood	TN	37027
	(City)	(State)	(Postal/Zip Code)
			United States
	(Province – if applicable)		(Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from tune to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

REPORT Rev. 08/11/2010

Page 2 of 2

Document Processing Fee
If document is on paper:	$	10.00
If document is filed electronically:	$	.99

Fees are subject to change.
For electronic filing and to obtain
copies of filed documents visit
www.sos.state.co.us
Deliver paper documents to:
Colorado Secretary of State
Business Division
1560 Broadway, Suite 200
Denver, CO 80202-5169
Paper documents must be typed or machine printed.	ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name

filed pursuant to 7-90-301, et seq. and §7-71-101 of the Colorado Revised Statutes (C.R.S)

ID number:	20051001518
1. Entity name:
	PHC-Fort Morgan, Inc.
2. Trade name under which the business is transacted or the activities are conducted:	Colorado Plains Clinic – Wiggins
3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, make the applicable selection):	o  “bank” or “trust” or any derivative thereof o  “credit union”          o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4. A brief description of the business transacted or activities conducted under the trade name:	healthcare services

(If more space is needed, mark this box o and include an attachment of the brief description of the business transacted or the activities conducted under the trade name.)

5. (Optional) Delayed effective date:     (mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

Rev. 6/14/2004
1 of 2

6. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Wall	Howard	T.	III
	(Last)	(First)	(Middle)	(Suffix)

105 Westwood Place

(Street name and number or Post Office Box information)

Suite 400

Brentwood	TN	37027
(City)	(State)	(Postal/Zip Code)

(Province-if applicable) (Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

Rev. 6/14/2004
2 of 2

Document must be filed electronically			Colorado Secretary of State Date and Time: 12/31/2009 09:07 AM
Paper documents will not be accepted.			ID Number: 20091680532
Document processing fee	$	20.00	Document number: 20091680532
Fees & forms/cover sheets			Amount Paid: $20.00
are subject to change.
To access other information or print
copies of filed documents,
visit www.sos.state.co.us and
select Business Center.

ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name of a Reporting Entity
filed pursuant to §7-71-103 and §7-71-107 of the Colorado Revised Statutes (C.R.S)

1. For the reporting entity delivering this statement, its ID number, true name, form of entity and the jurisdiction under the law of which it is formed are

ID Number	20051001518 (Colorado Secretary of State ID number)
True name	PHC-Fort Morgan, Inc.
Form of entity	Corporation
Jurisdiction	Colorado	.

2. The trade name under which such entity transacts business or conducts activities or contemplates transacting business or conducting activities in this state is

Colorado Plains Clinic – Wiggins   . 

3. A brief description of the kind of business transacted or activities conducted or contemplated to be transacted or conducted in this state under such trade name is

healthcare services   . 

4. (If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains additional information as provided by law.

5.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
	(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)
	The delayed effective date and, if applicable, time of this document are                                                                                                      .

(mm/dd/yyyyhour :minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual’s act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.

TRDNM_RE Rev. 01/01/2008

Page 1 of 2

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

6. The true name and mailing address of the individual causing this document to be delivered for filing are

Shipp                 (Last)	Mary Kim                 (First)	E.                 (Middle)	(Suffix)
103 Powell Court
	(Street number and name or Post Office Box information)
Suite 200

Brentwood                 (City)	TN                 (State)	37027         (Postal/Zip Code)
(Province – if applicable)	United States (Country – if not US)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

TRDNM_RE Rev. 01/01/2008

Page 2 of 2

			Colorado Secretary of State Date and Time: 12/31/2009 09:14 AM
			ID Number: 20091680562
Document must be filed electronically Paper documents will not be accepted.
Document processing fee	$	20.00	Document number: 20091680532
Fees & forms/cover sheets			Amount Paid: $20.00
are subject to change.
To access other information or print
copies of filed documents,
visit www.sos.state.co.us and
select Business Center.

ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name of a Reporting Entity
filed pursuant to §7-71-103 and §7-71-107 of the Colorado Revised Statutes (C.R.S)

1. For the reporting entity delivering this statement, its ID number, true name, form of entity and the jurisdiction under the law of which it is formed are

ID Number	20051001518 (Colorado Secretary of State ID number)
True name	PHC-Fort Morgan, Inc.
Form of entity	Corporation
Jurisdiction	Colorado	.

2. The trade name under which such entity transacts business or conducts activities or contemplates transacting business or conducting activities in this state is

Colorado Plains Medical Center   . 

3. A brief description of the kind of business transacted or activities conducted or contemplated to be transacted or conducted in this state under such trade name is

healthcare services   . 

4. (If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains additional information as provided by law.

5.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
	(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)
	The delayed effective date and, if applicable, time of this document are                                                                                                       .

(mm/dd/yyyyhour :minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual’s act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.

TRDNM_RE Rev. 01/01/2008

Page 1 of 2

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

6. The true name and mailing address of the individual causing this document to be delivered for filing are

Shipp (Last)	Mary Kim (First)	E. (Middle)	(Suffix)
103 Powell Court
	(Street number and name or Post Office Box information)
Suite 200

Brentwood (City)	TN (State)	37027 (Postal/Zip Code)
(Province – if applicable)	United States (Country – if not US)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

TRDNM_RE Rev. 01/01/2008

Page 2 of 2

			Colorado Secretary of State Date and Time: 12/31/2009 10:05 AM
			ID Number: 20091680832
Document must be filed electronically Paper documents will not be accepted.
Document processing fee	$	20.00	Document number: 20091680832
Fees & forms/cover sheets			Amount Paid: $20.00
are subject to change.
To access other information or print
copies of filed documents,
visit www.sos.state.co.us and
select Business Center.

ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name of a Reporting Entity
filed pursuant to §7-71-103 and §7-71-107 of the Colorado Revised Statutes (C.R.S)

1. For the reporting entity delivering this statement, its ID number, true name, form of entity and the jurisdiction under the law of which it is formed are

ID Number	20051001518 (Colorado Secretary of State ID number)
True name	PHC-Fort Morgan, Inc.
Form of entity	Corporation
Jurisdiction	Colorado	.

2. The trade name under which such entity transacts business or conducts activities or contemplates transacting business or conducting activities in this state is

Washington County Clinic   . 

3. A brief description of the kind of business transacted or activities conducted or contemplated to be transacted or conducted in this state under such trade name is

healthcare services   . 

4. (If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains additional information as provided by law.

5.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
	(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)
	The delayed effective date and, if applicable, time of this document are                                                                                                      .

(mm/dd/yyyyhour :minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual’s act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.

TRDNM_RE Rev. 01/01/2008

Page 1 of 2

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

6. The true name and mailing address of the individual causing this document to be delivered for filing are

Shipp (Last)	Mary Kim (First)	E. (Middle)	(Suffix)
103 Powell Ct. #200
	(Street number and name or Post Office Box information)
Suite 200

Brentwood (City)	TN (State)	37027 (Postal/Zip Code)
(Province – if applicable)	United States (Country – if not US)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

TRDNM_RE Rev. 01/01/2008

Page 2 of 2

			Colorado Secretary of State Date and Time: 12/31/2009 10:09 AM
			ID Number: 20091680877
Document must be filed electronically Paper documents will not be accepted.
Document processing fee	$	20.00	Document number: 20091680877
Fees & forms/cover sheets			Amount Paid: $20.00
are subject to change.
To access other information or print
copies of filed documents,
visit www.sos.state.co.us and
select Business Center.

ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name of a Reporting Entity
filed pursuant to §7-71-103 and §7-71-107 of the Colorado Revised Statutes (C.R.S)

1. For the reporting entity delivering this statement, its ID number, true name, form of entity and the jurisdiction under the law of which it is formed are

ID Number	20051001518 (Colorado Secretary of State ID number)
True name	PHC-Fort Morgan, Inc.
Form of entity	Corporation
Jurisdiction	Colorado	.

2. The trade name under which such entity transacts business or conducts activities or contemplates transacting business or conducting activities in this state is

Washington County Clinic   . 

3. A brief description of the kind of business transacted or activities conducted or contemplated to be transacted or conducted in this state under such trade name is

healthcare services   . 

4. (If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains additional information as provided by law.

5.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
	(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)
	The delayed effective date and, if applicable, time of this document are                                                                                                      .

(mm/dd/yyyyhour :minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual’s act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.

TRDNM_RE Rev. 01/01/2008

Page 1 of 2

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

6. The true name and mailing address of the individual causing this document to be delivered for filing are

Shipp	Mary Kim	E.
(Last)	(First)	(Middle)	(Suffix)
103 Powell Court
(Street number and name or Post Office Box information)
Suite 200
Brentwood	TN	37027
(City)	(State)	(Postal/Zip Code)
	United States
(Province – if applicable)	(Country – if not US)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

TRDNM_RE	Page 2 of 2
		Rev. 01/01/2008

			Colorado Secretary of State Date and Time: 03/03/2010 02:23 PM
Document must be filed electronically			ID Number: 20101132482
Paper documents will not be accepted.
Document processing fee	$	20.00	Document number: 20101132482
Fees & forms/cover sheets			Amount Paid: $20.00
are subject to change.
To access other information or print
copies of filed documents,
visit www.sos.state.co.us and
select Business Center.

ABOVE SPACE FOR OFFICE USE ONLY

Statement of Trade Name of a Reporting Entity
filed pursuant to §7-71-103 and §7-71-107 of the Colorado Revised Statutes (C.R.S)

1. For the reporting entity delivering this statement, its ID number, true name, form of entity and the jurisdiction under the law of which it is formed are

ID Number	20051001518
	(Colorado Secretary of State ID number)
True name	PHC-Fort Morgan, Inc.
Form of entity	Corporation
Jurisdiction	Colorado

2. The trade name under which such entity transacts business or conducts activities or contemplates transacting business or conducting activities in this state is

Colorado Plains Medical Center Home Care

3. A brief description of the kind of business transacted or activities conducted or contemplated to be transacted or conducted in this state under such trade name is

health care

4. (If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains additional information as provided by law.

5. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)

(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

The delayed effective date and, if applicable, time of this document are                                                             .

(mm/dd/yyyy hour:minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that such document is such individual’s act and deed, or that such individual in good faith believes such document is the act and deed of the person on whose behalf such individual is causing such document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent documents and the organic statutes, and that such individual in good faith believes the facts stated in such document are true and such document complies with the requirements of that Part, the constituent documents, and the organic statutes.

TRDNM_RE Page 1 of 2 Rev. 01/01/2008

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is identified in this document as one who has caused it to be delivered.

6. The true name and mailing address of the individual causing this document to be delivered for filing are

Shipp	Mary Kim	E.
(Last)	(First)	(Middle)	(Suffix)
103 Powell Court
(Street number and name or Post Office Box information)
Suite 200
Brentwood	TN	37027
(City)	(State)	(Postal/Zip Code)
	United States
(Province – if applicable)	(Country – if not US)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

TRDNM_RE Page 2 of 2 Rev. 01/01/2008

EX-3.258

Exhibit 3.258

BYLAWS

OF

PHC-FORT MORGAN, INC.

          1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Colorado, fixed by the board of directors.

          2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Colorado upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

          3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefore by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

          4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board of directors may be increased or decreased by the shareholders. Vacancies on the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

          5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Colorado as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Colorado upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

          6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

          7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

          8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.259

Exhibit 3.259

PAGE 1

     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “PHC HOSPITALS, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF FORMATION, FILED THE TWENTIETH DAY OF SEPTEMBER, A.D. 2001, AT 2 O’CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE THIRTEENTH DAY OF JULY, A.D. 2005, AT 1 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “PHC HOSPITALS, LLC”.

	/s/ Jeffrey W. Bullock
	Jeffrey W. Bullock, Secretary of State
3437810     8100H	AUTHENTICATION: 8620753
110293691	DATE: 03-14-11

You may verify this certificate online
at corp.delaware. gov/authver. shtml

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 09/20/2001
010466398 – 3437810

CERTIFICATE OF FORMATION

OF

PHC HOSPITALS, LLC

     Pursuant to Section 18-201 of the Delaware Limited Liability Company Act, the undersigned, desiring to form a limited liability company, does hereby certify as follows:

1.	The name of the limited liability company is PHC Hospitals, LLC (the “LLC”).
2.	The address of the LLC’s registered office in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901. The name of the registered agent is National Registered Agents, Inc.
3.	As set forth in the Limited Liability Company Agreement of the LLC, the Member of the LLC has delegated certain rights and duties to the Board of Representatives.
4.	This Certificate of Formation shall be effective upon filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 19^th day of September, 2001.

PHC HOSPITALS, LLC
 

/s/ Jennifer C. Blankenship  

Jennifer C. Blankenship, Organizer 

CERTIFICATE OF AMENDMENT

OF

PHC HOSPITALS, LLC

     1. The name of the limited liability company is PHC HOSPITALS, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows:

          Article 2 should be removed in its entirety and replaced with the following:

     2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of PHC HOSPITALS, LLC this 1st day of July, 2005.

PHC HOSPITALS, LLC
 

/s/ Mary Kim E. Shipp  

By: Mary Kim E. Shipp 

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:31 PM 07/13/2005
FILED 01:00 PM 07/13/2005
SRV 050578987 – 3437810 FILE

EX-3.260

Exhibit 3.260

LIMITED LIABILITY COMPANY AGREEMENT
OF
PHC HOSPITALS, LLC

     This Limited Liability Company Agreement of PHC Hospitals, LLC, effective as of September 25, 2001 (this “Agreement”), is entered into by Province Healthcare Company, a Delaware corporation, as the sole member (the “Member”).

     WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

     WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto.

     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby adopts this Limited Liability Company Agreement and hereby agrees as follows:

     1. Name. The name of the limited liability company formed hereby is PHC Hospitals, LLC (the “Company”), or such other name as may be selected by the Member from time to time.

     2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, carrying on any lawful business, purpose or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and engaging in any and all activities necessary or incidental to the foregoing.

     3. Registered Office. The address of the registered office of the Company in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901.

     4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents, Inc.

     5. Taxation. It is the intention of the Member that the Company be treated as a disregarded entity for federal and Delaware income tax purposes and shall not file separate tax returns, but shall file tax returns in combination with its sole Member. The Company, so long as it has only one Member, shall be a disregarded entity and shall not be subject to tax separate from its Member. All of its income, gains, expenses and loss shall flow through and be recorded on the return of its Member. In the event the Company has more than one Member, it shall file federal income tax returns as a partnership.

     6. Authorized Units. The Company shall be authorized to issue 1,000 units of membership interest (“Units”) or such greater or lesser number as the board of representatives of the Company (the “Board”) may determine from time to time. Schedule A sets forth the number of Units owned by the Member(s).

     7. Member(s) and Capital Contribution. The name and the business address of the Member(s) and the amount of cash or other property contributed or to be contributed by the Member(s) to the capital of the Company is set forth in Schedule A attached hereto and shall be listed on the books and records of the Company. The representatives of the Company (the “Representatives”) shall cause the books and records, and the aforementioned Schedule, to be updated from time to time as necessary to accurately reflect the information therein.

          The Member(s) shall not be required to make any additional contributions of capital to the Company, although the Member(s) may from time to time agree to make additional capital contributions to the Company.

          A person who, in accordance with the terms of this Agreement, acquires a Member’s Units by transfer or assignment or to whom the Company issues Units shall be admitted to the Company as a member and shall become a “Member” for purposes of this Agreement.

     8. Board of Representatives. Except as otherwise expressly provided herein, the general management and determination of all questions and policies relating to the affairs and policies of the Company shall be decided by a majority vote of the Representatives. Except as otherwise provided for herein, the Board shall act on behalf of the Company for all purposes in connection with the business and affairs of the Company, and shall have all rights and powers required for or appropriate to its management of the Company’s business.

     9. Member Actions. Each of the following actions shall require the approval of a majority of the Percentage Interest of the Members entitled to vote:

          (a) sale or issuance of any Units;

          (b) sale, assignment, pledge, mortgage or other encumbering of any of the Company’s property except for sales of supplies and other current assets in the ordinary course of the Company’s business;

          (c) borrowing money in the name of the Company other than incurring accounts payables, trade payables and other similar payables in the ordinary course of the Company’s business;

          (d) entering into a merger, consolidation or similar transaction;

          (e) entering into any partnership, joint venture or similar relationship;

          (f) amending this Agreement or the Certificate of Formation of the Company (the “Certificate”);

          (g) dissolving the Company;

          (h) taking any other action which this Agreement or the Act expressly provides for the approval of the Member(s); and

2

          (i) agreeing to or obligating the Company to do any of the foregoing.

          For purposes of this Agreement, “Percentage Interest” shall mean, as to a Member, the percentage obtained by dividing the total Units owned by such Member by the total number of Units owned by all Members.

     10. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the approval of the Member(s) in accordance with the terms of this Agreement or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

     11. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member(s) in accordance with their respective Percentage Interests.

     12. Distributions. Distributions shall be made to the Member(s) at the times determined by the Board.

     13. Admission of Member. No new potential member shall become a Member until (i) such potential member accepts, ratifies and agrees in writing to be bound by the terms and conditions of the Certificate and this Agreement and (ii) the Board unanimously approves such admission as a Member. The Board shall promptly cause Schedule A hereto to be amended to reflect the admission of the new Member upon the compliance of all the conditions of this Section 13.

     14. Meetings_of the Members. Meetings of the Members may be held at any place upon call of a majority of the Members or the Representatives, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Members. The presence of Members holding a majority of the Percentage Interest entitled to vote on the specific matter shall constitute a quorum and an action shall be taken by a majority vote of the Percentage Interest of those Members entitled to vote at a duly called meeting in which a quorum is present. In lieu of a meeting of the Members, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Members and the action must be approved in writing by Members holding a majority of the Percentage Interest entitled to vote on such matter or such greater number as would be necessary to take such action in a meeting of the Members at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Members.

     15. Meetings of the Board. Meetings of the Board may be held at any place upon call of a majority of the Members or any Representative, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two (2) days in advance, for the convenient assembly of the Representatives. A majority of the number of Representatives of the Company shall constitute a quorum and the vote of a majority of the Representatives

3

present at the time of the vote, if a quorum is present, shall be the act of the Board. In lieu of a meeting of the Board, an action may be taken by written consent. In order to take an action by written consent, a written waiver of a meeting must be executed by a quorum of the Representatives and the action must be approved in writing by a majority of the Representatives or such greater number as would be necessary to take such action in a meeting of the Board at which a quorum is present. An action taken by consent shall be effective as an action taken at a meeting in which a quorum was present and may be referred to as being taken in a meeting of the Board.

     16. Managers. The Board shall elect any managers of the Company (each a “Manager”) as it deems appropriate and such Managers shall not be compensated unless otherwise determined by the Board. Managers shall have the authority and responsibilities given them by the Board or in accordance with the Act and each Manager shall hold office until his successor is elected and qualified, unless a different term is specified by the Board.

     17. Liability of Members, Managers and Representatives. No Member, Manager or Representative shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

     18. Indemnification.

          (a) The Company shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any Member, Representative and Manager (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that such person is or was a Member, Representative or Manager of the Company, or is or was serving at the request of the Company as a director, officer, partner, manager, representative, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against the individual arising from the individual’s status as an indemnitee. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Company shall not indemnify any such indemnitee (a) in any proceeding by the Company against such indemnitee; or (b) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Company or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 18-607 of the Act.

          (b) The rights to indemnification and advancement of expenses set forth in Section 18(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Company and the person being indemnified, his heirs, executors and administrators, and, with respect to Section 18(a), are mandatory,

4

notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in Section 18(a) above are nonexclusive of other similar rights which may be granted by law, this Agreement, a resolution of the Board or the Members, or an agreement with the Company, which means of indemnification and advancement of expenses are hereby specifically authorized.

          (c) Any repeal or modification of the provisions of this Section 18, either directly or by the adoption of an inconsistent provision of this Agreement, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section 18 which occur subsequent to the effective date of such amendment.

     19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of law. In particular, this Agreement shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act.

[Signature page follows]

5

     IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the 25^th day of September, 2001.

PROVINCE HEALTHCARE COMPANY
By:	/s/ Martin S. Rash
Title:

6

AMENDMENT NO. 1 TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
PHC HOSPITALS, LLC

          Amendment No. 1 to Limited Liability Company Agreement of PHC Hospitals, LLC, effective as of April 15, 2005 (this “Amendment”), is entered into by Province Healthcare Company, as the sole member of the Company as defined below (the “Member”).

          WHEREAS, PHC Hospitals, LLC, (the “Company”) was formed as a Delaware limited liability company on September 19, 2001;

          WHEREAS, the Member entered into the Limited Liability Company Agreement of the Company effective as of September 25, 2001 (the “LLC Agreement”); and

          WHEREAS, the Member desires to enter into this Amendment to amend certain provisions of the LLC Agreement as more fully described herein;

          NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

          1. The LLC Agreement shall be amended by adding new Section 20 thereto, which shall read as follows:

     “Certificate(s) of Interest. Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.”

          2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

          3. Except as amended hereby, the LLC Agreement shall remain in full force and effect.

          IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

PROVINCE HEALTHCARE COMPANY
By:	/s/ William F. Carpenter III
Name:	William F. Carpenter III
Title:	Secretary

Signature Page to Amendment No. 1
to LLC Agreement of PHC Hospitals, LLC

8

EX-3.261

Exhibit 3.261

INDIANA SECRETARY OF STATE
BUSINESS SERVICES DIVISION
CORPORATIONS CERTIFIED COPIES

INDIANA SECRETARY OF STATE
BUSINESS SERVICES DIVISION
302 West Washington Street, Room E018
Indianapolis, IN 46204

http://www.sos.in.gov

March 11, 2011

Company Requested:	PHC-INDIANA, INC.
Control Number:	2001092000319

Date	Transaction	# Pages
09/20/2001	Articles of Incorporation		2
11/10/2003	Notice of Change of Registered Office or Registered Agent		1
07/14/2005	Notice of Change of Registered Office or Registered Agent		2

	State of Indiana Office of the Secretary of State I hereby certify that this is a true and complete copy of this 5 page document filed in this office. Dated: March 11, 2011 Certification Number: 2011031179568
Secretary of State

Page 1 of 6 Certification Number: 2011031179568

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

State of Indiana
Office of the Secretary of State

CERTIFICATE OF INCORPORATION

of

PHC-INDIANA, INC.

I, SUE ANNE GILROY, Secretary of State of Indiana, hereby certify that Articles of Incorporation of the above For-Profit Domestic Corporation have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Corporation Law.

NOW, THEREFORE, with this document I certify that said transaction will become effective Thursday, September 20, 2001.

	In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, September 20, 2001.
	SUE ANNE GILROY, SECRETARY OF STATE

2001092000319/2001092016691

Page 2 of 6 Certification Number: 2011031179568

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

2001092000319

ARTICLES OF INCORPORATION
State Form 4159 (R10 /8-95)
Approved by State Board of Accounts 1995 SUE ANNE GILROY
SECRETARY OF STATE
CORPORATIONS DIVISION
302 W. Washington St. Rm. E018
Indianapolis, IN 46204
Telephone (317) 232-6576

INSTRUCTIONS: Use 8 1/2" × 11" white paper for inserts.
Present original and two (2) copies to address in upper right corner of this form.
Please TYPE or PRINT.
Upon completion of filing, the Secretary of State will issue a receipt. Indiana Code 23-1-21-2
FILING FEE: $90.00

ARTICLES OF INCORPORATION

The undersigned, desiring to form a corporation (hereinafter referred to as “Corporation”) pursuant to the provisions of:
þ Indiana Business Corporation Law	o	Indiana Professional Corporation Act 1983, Indiana Code 23-1.5-1-1, et seq. (Professional corporations must include Certificate of Registration.)
As amended, executes the following Articles of Incorporation:

ARTICLE I — NAME AND PRINCIPAL OFFICE

Name of Corporation (the name must include the word “Corporation”, “Incorporated”. “Limited”, “Company” or an abbreviation thereof)

          PHC-Indiana, Inc.

Principal Office: The address of the principal office of the Corporation is:

Post office address	City	State	ZIP code
105 Westwood Place, Suite 400	Brentwood	TN	37027

ARTICLE II — REGISTERED OFFICE AND AGENT

     Registered Agent: The name and street address of the Corporation’s Registered Agent and Registered Office for service of process are

Name of Registered Agent: National Service Information, Inc.

Address of Registered Office (street or building)	City		ZIP code
320 N. Meridian Street, Suite 817	Indianapolis	Indiana		46204

ARTICLE III — AUTHORIZED SHARES

Number of shares the Corporation is authorized to issue: one thousand (1,000)

If there is more than one class of shares, shares with rights and preferences list such information as “Exhibit A”

ARTICLE IV — INCORPORATORS
(the name(s) and address(es) of the incorporators of the corporation)

	NUMBER AND STREET
NAME	OR BUILDING	CITY	STATE	ZIP CODE
Jennifer C. Blankenship	511 Union St., Ste. 2100	Nashville	TN		37219

In Witness Whereof, the undersigned being all the incorporators of said Corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true,

     this 19th day of September, 2001.

Signature	Printed name Jennifer C. Blankenship, Incorporator
/s/ Jennifer C. Blankenship Signature	Printed name
Signature	Printed name

This instrument was prepared by: (name)
Jennifer C. Blankenship
Address (number, street, city and state)	ZIP code
511 Union Street, Suite 2100, Nashville, TN		37219

Page 3 of 6 Certification Number: 2011031179568

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT (ALL CORPORATIONS)
State Form 26276 (R5 /4-95) SUE ANNE GILROY
SECRETARY OF STATE
CORPORATIONS DIVISION
302 W. Washington St., Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6578

INSTRUCTIONS: Use 8 1/2”x 11” white paper for inserts.
Present original and two (2) copies to address in upper right corner of this form.
Please TYPE or PRINT. Indiana Code 23-1-24-2 (for profit corporation)
Indiana Code 23-17-6-2 (non-profit corporation)

NO FILING FEE

Name of corporation	Date of incorporation
PHC-INDIANA, INC.	9-20-01
Current registered office address (number and street, city, state, ZIP code)
320 North Meridian Street, Suite 817, Indianapolis, IN 46204
New registered office address (number and street, city, state ZIP code)
320 North Meridian Street, Indianapolis, IN 46204
Current registered agent (type or print name)
National Service Information, Inc.
New registered agent (type or print name)
National Registered Agents, Inc.

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address oft his corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 20^th day of October, 03

Signature	Title
/s/ Howard T. Wall, III	Howard T. Wall, III, Vice President & Secretary

Page 4 of 6 Certification Number: 2011031179568

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT (ALL CORPORATIONS)
State Form 26276 (R5 /4-95)
TODD ROKITA
SECRETARY OF STATE
CORPORATIONS DIVISION
302 W. Washington St., Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6578

INSTRUCTIONS: Use 8 1/2” x 11” white paper for inserts
Present original and two (2) copies to address in upper right corner of this form.
Please TYPE or PRINT. Indiana Code 23-1-24-2 (for profit corporation)
Indiana Code 23-17-6-2 (non-profit corporation)

NO FILING FEE  

Name of corporation	Date of incorporation
PHC-Indiana, Inc.	September 20, 2001
Current registered office address (number and street, city, state, ZIP code)
320 N. Meridian Street, Indianapolis, IN 46204
New registered office address (number and street, city, state, ZIP code)
251 E Ohio St., Suite 1100, Indianapolis, IN 46204
Current registered agent (type or print name)
National Registered Agents, inc.
New registered agent (type or print name)
C T Corporation System

STATEMENTS BY REGISTERED AGENT OR CORPORATION

This statement is a representation that the new registered agent has consented to the appointment as registered agent, or statement attached signed by registered agent giving consent to act as the new registered agent.

After the change or changes are made, the street address of this corporation’s registered agent and the address of its registered office will be identical.

The registered agent filing this statement of change of the registered agent’s business street address has notified the represented corporation in writing of the change, and the notification was manually signed or signed in facsimile.

IN WITNESS WHEREOF, the undersigned executes this notice and verifies, subject to the penalties of perjury, that the statements contained herein are true, this 1st day of July, 2005.

Signature	Title
/s/ Mary Kim E. Shipp	Assistant Secretary

Page 5 of 6 Certification Number: 2011031179568

The Indiana Secretary of State filing office certifies that this copy is on file in this office.

Page 6 of 6 Certification Number: 2011031179568

EX-3.262

Exhibit 3.262

BYLAWS
OF
PHC-INDIANA, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

1

agreements, requests, receipts, notes, checks, applications, reports, certificates and other documents as any of them may deem necessary or appropriate to implement the provisions of the foregoing resolutions, the authority for the taking of such action and the execution, delivery and filing of such documents to be conclusively evidenced thereby.

4

EX-3.263

Exhibit 3.263

STATE OF NEVADA

ROSS MILLER
Secretary of State

SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings

OFFICE OF THE
SECRETARY OF STATE

Certified Copy

March 14, 2011

Job Number:	C20110311-2688
Reference Number:	00003048221-00
Expedite:
Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
C28457-1998-001	Articles of Incorporation	1 Pages/1 Copies

Respectfully,

/s/ Ross Miller ROSS MILLER

Secretary of State

Certified By: Christine Rakow
Certificate Number: C20110311-2688
You may verify this certificate
online at http://www.nvsos.gov/

Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138

EX-3.264

Exhibit 3.264

BYLAWS
OF
PHC-KNOX, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Tennessee, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Tennessee upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Tennessee as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Tennessee upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in

advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-3.265

Exhibit 3.265

EXPEDITED
AZ CORP. COMMISSION
DELIVERED

MAR 23 1998

FILED BY [ILLEGIBLE]
TERM                     
DATE 3-23-98
            0834729-3

ARTICLES OF INCORPORATION

OF

PHC-LAKE HAVASU, INC.

Article I

NAME: The name of the corporation shall be PHC-Lake Havasu, Inc.

Article II

PURPOSE: The purpose for which this corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time.

Article III

INITIAL BUSINESS: The corporation initially intends to manage and develop a health care facility.

Article IV

AUTHORIZED CAPITAL: The corporation shall have the authority to issue one thousand (1,000) shares of common stock of the par value of One Dollar ($.01) per share.

Article V

STATUTORY AGENT: The name and address of the initial Statutory Agent, a bona fide resident of Arizona for three years is:

National Registered Agents, Inc.
815 N. First Ave.
Suite 4
Phoenix, AZ 85003

Article VI

BOARD OF DIRECTORS: The initial Board of Directors shall consist of two (2) Directors. (Only one director is required.) The person(s) who are to serve as Directors until the first annual meetings of shareholders or until their successors are elected and qualified are:

Martin S. Rash           109 Westpark Drive, Suite 180, Brentwood, Tennessee 37027
Richard Gore             109 Westpark Drive, Suite 180, Brentwood, Tennessee 37027

The incorporators are Nora L. Liggett and L. Kelly Christopher.

/s/ Nora Liggett      Nora Liggett	/s/ L. Kelly Christopher      L. Kelly Christopher
511 UNION ST., STE 2100	511 UNION ST., STE 2100
NASHVILLE, TN 37219	NASHVILLE, TN 37219

DATED THIS 10th DAY OF MARCH, 1998

Melanie Marks for:
National Registered Agents, Inc.

I,                                                             , having been designated to act as Statutory Agent, hereby consent to act in that capacity until removed or resignation is submitted in accordance with the Arizona Revised Statutes.

Melanie Marks for:

National Registered Agents, Inc.

/s/ Melanie Marks (Signature of Statutory Agent)

2

Arizona Capitol Times
P.O. Box 2260 Phoenix, AZ 85002

AFFIDAVIT OF PUBLICATION

STATE OF ARIZONA )
County of Maricopa      ) ss

DIANA CREIGHTON, being duly sworn, deposes and says: I am the President of the ARIZONA CAPITOL TIMES, a weekly newspaper of general circulation published at Phoenix, Maricopa County, Arizona, and that the

Articles of Incorporation           (Filed: 03/23/98)

of

PHC-LAKE HAVASU, INC.

is being published in said newspaper once a week for three successive and/or consecutive weeks, with publication dates as follows: April 3, 10 and 17, 1998.

/s/ Diana Creighton

Subscribed and sworn to before me this 6th day of April, 1998.

/s/ Cynthia A. Nash

STATEMENT OF CHANGE OF KNOWN
PLACE OF BUSINESS AND OF
STATUTORY AGENT

OF

PHC/LAKE HAVASU, INC.

        (a AZ corporation)       

To the Arizona Corporation Commission
State of Arizona

Pursuant to the provisions of the General Corporation Law of the State of Arizona, the corporation hereinafter named delivers the following statement:

1. The name of the corporation is PHC/LAKE HAVASU, INC..

2. The present address of the known place of business of the corporation in the State of Arizona is as follows: 815 N. First Avenue, Suite A, Phoenix, Arizona 85003.

3. The registered agent of the corporation hereby changes the address of its known place of business in the State of Arizona to 302 North First Avenue, Suite 440, Phoenix, County of Maricopa, Arizona 85003.

4. The name and the address of the present statutory agent of the corporation in the State of Arizona are as follows: National Registered Agents, Inc., 815 N. First Avenue, Suite 4, Phoenix, Arizona 85003.

5. The registered agent of the corporation hereby changes the aforesaid statutory address.

6. The name and new address of the corporation’s statutory agent in the State of Arizona are as follows:

Name	Address
National Registered Agents, Inc.	302 North First Avenue
	Suite 440
	Phoenix, Arizona 85003.
	County of Maricopa,

7. The corporation has been given written notice of the change.

Dated: September 18, 2000

	National Registered Agents, Inc.
By:	/s/ Dennis E. Howarth
	Dennis E. Howarth, President

STATEMENT OF CHANGE OF KNOWN
PLACE OF BUSINESS AND OF
STATUTORY AGENT

OF

PHC-LAKE HAVASU, INC.

       (an Arizona corporation)       

To the Arizona Corporation Commission
State of Arizona

Pursuant to the provisions of the General Corporation Law of the State of Arizona, the corporation hereinafter named delivers the following statement:

1. The name of the corporation is PHC-LAKE HAVASU, INC..

2. The ACC file number is: -0834729-3.

3. The present address of the known place of business of the corporation in the State of Arizona is as follows:302 North First Avenue, Suite 440, Phoenix, County of Maricopa, Arizona 85003.

4. The registered agent of the corporation hereby changes the address of its known place of business in the State of Arizona to 1850 N. Central Avenue, Suite 1160, Phoenix, AZ 85004.

5. The name and the address of the present statutory agent of the corporation in the State of Arizona are as follows: National Registered Agents, Inc., follows:302 North First Avenue, Suite 440, Phoenix, County of Maricopa, Arizona 85003.

6. The registered agent of the corporation hereby changes the aforesaid address of the known place of business of the corporation in the State of Arizona and statutory address as follows:

A. The new address of the known place of business of the corporation in the State of Arizona is as follows: 1850 N. Central Avenue, Suite 1160, Phoenix, AZ 85004.

B. The name and new address of the corporation’s statutory agent in the State of Arizona are as follows:

Name	Address
National Registered Agents, Inc.	1850 N. Central Avenue
	Suite 1160
	Phoenix, Arizona 85004.
	County of Maricopa,

8. The corporation has been given written notice of the change.

Dated: July 31, 2002

	National Registered Agents, Inc.
By:	/s/ Dennis E. Howarth Dennis E. Howarth, President

CORPORATION

NO FILING FEE REQUIRED STATEMENT OF CHANGE

OF
KNOWN PLACE OF BUSINESS OR STATUTORY AGENT

NOTE: It is critical that the Corporation Commission receive information about the existing (old) official address and/or agent data as well as the new address or agent data. Please check with our Records section, (602) 542-3026 or our web site, www.cc.state.az.us/corp to obtain the correct information.

1. The exact name of the corporation on file with the Arizona Corporation Commission (ACC) is: PHC-Lake Havasu, Inc.

2. The ACC file number is 0834729-3

3. The known place of business currently (old) on file with the ACC is:

c/o National Registered Agents Inc.

1850 N. Central Avenue, Suite 1160

Phoenix, Arizona 85003

4. The name and address of the current statutory agent on file with the ACC is:

National Registered Agents Inc.

1850 N. Central Avenue, Suite 1160

Phoenix, Arizona 85003

	(A)o	The known place of business in ARIZONA is to be changed. The street address of the new (now, or in the near future) known place of business is: c/o C T Corporation System, 3225 North Central Avenue, Phoenix, Arizona 85012
	(B)o	Foreign corporations only: The known place of business in the State or Country in which the corporation was incorporated is to be changed. The new foreign address is:
5. Indicate which address the Annual Report should be mailed to: 4(A)  XX   4(B)
6.	(A)þ	The statutory agent in ARIZONA is to be changed. The name and address of the new statutory agent is:
		C T Corporation System
		3225 North Central Avenue
		Phoenix, Arizona 85012

Page 1 of 2

     Corporation Name: PHC-Lake Havasu, Inc.                     File Number: 0834729-3

(B)o	The address of the statutory agent in ARIZONA is to be changed. The new address of the statutory agent is:
	and the statutory agent has given the Corporation written notice of this change.

ARS §10-140 requires that changes to corporation(s) be executed by an officer of the corporation, whose file is to be changed.

          DATED this 1^st day of July, 2005

PHC-Lake Havasu, Inc.

                     [Name of Corporation]

By	/s/ Mary Kim E. Shipp
	Mary Kim E. Shipp, Assistant Secretary
	[Name]                     [Title]

[Statutory Agent]*

*(Statutory Agent must sign only if changing address.)

If the agent has a P.O. box, then they must also provide a physical location/address where service of process on the corporation can occur. Also, personal mail boxes (PMB) are unacceptable for a physical address, but fine for a mailing address.

Acceptance of Appointment
By Statutory Agent**

     The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this 12^th day of July, 2005

Signature:	/s/ Mary R. Adams MARY R. ADAMS
	ASSISTANT SECRETARY
Printed Name:	C T Corporation System
	**(required only if a new statutory agent is being appointed)

Page 2 of 2

Received

June 28, 2005

Arizona Corporation

Commission

Corporations Division

STATEMENT OF CHANGE OF KNOWN
PLACE OF BUSINESS AND OF
STATUTORY AGENT

OF

PHC-LAKE HAVASU, INC.

(an Arizona corporation)

To the Arizona Corporation Commission
State of Arizona

Pursuant to the provisions of the General Corporation Law of the State of Arizona, the corporation hereinafter named delivers the following statement:

1. The name of the corporation is PHC-LAKE HAVASU, INC..

2. The ACC file number is: -0834729-3.

3. The present address of the known place of business of the corporation in the State of Arizona is as c/o National Registered Agents, Inc., 1850 N. Central Avenue, Suite 1160, Phoenix, AZ 85004, County of Maricopa,.

4. The registered agent of the corporation hereby changes the address of its known place of business in the State of Arizona to c/o National Registered Agents, Inc., 638 North Fifth Avenue, Phoenix, AZ 85003.

5. The name and the address of the present statutory agent of the corporation in the State of Arizona are as follows: National Registered Agents, Inc., 1850 N. Central Avenue, Suite 1160, Phoenix, AZ 85004, County of Maricopa.

6. The registered agent of the corporation hereby changes the aforesaid address of the known place of business of the corporation in the State of Arizona and statutory address as follows:

     A. The new address of the known place of business of the corporation in the State of Arizona is as follows: c/o National Registered Agents, Inc., 638 North Fifth Avenue, Phoenix, AZ 85003.

     B. The name and new address of the corporation’s statutory agent in the State of Arizona are as follows:

Name	Address
National Registered Agents, Inc.	638 North Fifth Avenue
	Phoenix, AZ 85003
	County of Maricopa,

8. The corporation has been given written notice of the change.

Dated: June 28, 2005

National	Registered Agents, Inc.
By:	/s/ Dennis E. Howarth Dennis E. Howarth, President

CORPORATION
STATEMENT OF CHANGE OF
KNOWN PLACE OF BUSINESS OR STATUTORY AGENT ADDRESS

1.	The exact name of the Corporation on file with the Arizona Corporation Commission (ACC) is: PHC-LAKE HAVASU, INC.
2.	The ACC File Number is: 8347293
3.	The address of the known place of business currently on file with the ACC is: % CT CORPORATION SYSTEM, 3225 N CENTRAL AVE, PHOENIX, AZ 85012
4.	The address of the current statutory agent on file with the ACC is: 3225 N CENTRAL AVE, PHOENIX, AZ 85012
5.	The name of the current statutory agent is: C T CORPORATION SYSTEM
6.	The new address of the statutory agent in Arizona is: 2394 E. Camelback Road, Phoenix, AZ 85016
7.	The statutory agent has given the entity written notice of this change.
8.	If the entity indicates its address of the known place of business in Arizona is our (the statutory agent) address, please update accordingly.

Dated: May 19, 2006

CT CORPORATION SYSTEM

/s/ Kenneth J Uva Kenneth J Uva, Vice President

Received
May 26, 2006
Arizona Corporation
Commission
Corporations Division

EX-3.266

Exhibit 3.266

BYLAWS
OF
PHC-LAKE HAVASU, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Arizona, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Arizona upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Arizona as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Arizona upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors

present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Charter or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.267

Exhibit 3.267

the attached documents) of PHC-LAKEWOOD, INC. are true and correct and are filed in the Louisiana Secretary of State’s Office. 35131167D ORIGF8/21/2001 2 page(3)34837215 12104 9/1/2003 1 page(s) 35982493 12104 7/20/2005 1 page(3) 36015549 12104 1/29/2008 2 page(s) 40275281 10 AH 8/11/2010 2 page(s)

W. Fox McKeithen
Secretary of State

ARTICLES OF INCORPORATION
(R.S. 12:24)
Domestic Business Corporation	Return to:	Commercial Division
Enclose $69.00 filing fee		P.O. Box 94125
Make remittance payable to		Baton Rouge, LA 70804 -9125
Secretary of State		Phone (225) 925-4704
Do not send cash		Web Site: www.sec.state.la.ue

STATE OF TENNESSEE

PARISH/COUNTY OF WILLIAMSON

1.	The name of this corporation is PHC-Lakewood. Inc.
2.	This corporation is formed for the purpose of, (check one)

þ	Engaging in any lawful activity for which corporations may be formed.
o
	(use for limiting corporate activity)

3.	The duration of this corporation is: (may be perpetual) perpetual
4.	The aggregate number of shares which the corporation shall have authority to issue is: 1,000
5.	The shares shall consist of one class only and the par value of each share is $.01 (shares may be without par value) per share.
6.	The full name and post office address of each incorporator is: Howard T. Wall, 105 Westwood Place, Suite 400, Brentwood,
	Tennessee 37027
7.	Other provisions:
8.	The corporation’s federal tax identification number is: applied for

Incorporator(s) Signature:

/s/ Howard T. Wall

Sworn to and subscribed before me, the undersigned Notary Public, on this date: 20^th day of August 2001

/s/ [ILLEGIBLE]         Notary

299 Rev. 4/99
[ILLEGIBLE]

(See instructions on back)

W. Fox McKeithen
Secretary of State

DOMESTIC BUSINESS CORPORATION INITIAL REPORT
(R.S. 12:25 AND 12:101)

1.	The name of this corporation is: PHC-Lakewood, Inc.
2.	The location and municipal address (not a P.O. Box only) of this corporation’s registered office:
	225 St. Ann Drive
	Mandeville, Louisiana 70471-3219
3.	The full name and municipal address (not a P. O. Box only) of each of this corporation’s registered agent(s) is/are:
	National Registered Agents, Inc.
	225 St. Ann Drive, Mandeville, Louisiana 70471-3219
4.	The names and municipal address (not a P.O. Box only) of the first directors are:
	Martin D. Rash, 105 Westwood Place, Suite 400, Brentwood, TN 37027
	Howard T. Wall, 105 Westwood Place, Suite 400, Brentwood, TN 37027

Incorporator(s) signature(s)
/s/ Howard T. Wall

AGENT’S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE

I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named corporation.

Registered agent(s) signature(s):

/s/ [ILLEGIBLE]

Sworn to and subscribed before me, the undersigned Notary Public, on this date: 3/21/01

/s/ [ILLEGIBLE]

Notary	Notary Public, Clayton County, Georgia
	My Commission Expires Aug. 17, 2002

[ILLEGIBLE]

(See instructions on back)

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

TO: The Secretary of State for the State of Louisiana

     Notice is hereby given pursuant to La. R. S. Title 12:04, Title 12:38, Title 12:1308 and Title 12:1350 of the new address of National Registered Agents, Inc.’s Office in the State of Louisiana where process may be served for business entities represented by National Registered Agents, Inc., as shown of the records of the Secretary of State; and under Title 9:3424 for foreign partnerships.

     The Agent for Service of Process, National Registered Agents, Inc., was formerly located at 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219.

     The new address for the subject Agent for Service of Process, National Registered Agents, Inc. is 1280 Clausel Street, Mandeville, Louisiana 70448.

Notice is also given pursuant to La. R. S. Title 12:308 that the registered office for each business entity shown on the records of the Secretary of State to be represented by National Registered Agents, Inc. and designating 225 St. Ann Drive, Mandeville, Louisiana, 70471-3219 is changed to 1280 Clausel Street, Mandeville, Louisiana 70448.

     All such business entities may now be served at the new address of the Agent for Service of Process as set forth as of September 1, 2003.

I, Dennis E. Howarth, President of the aforesaid corporation, hereby declare the contents of this Notice true to the best of my knowledge and belief, as of this 25^th day of August, 2003.

National Registered Agents, Inc.
By:	/s/ Dennis E. Howarth
	Dennis E. Howarth, President

W. Fox McKeithen
Secretary of State

NOTICE OF CHANGE OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
(R.S. 12:104 & 12:236)

Enclose $25 filing fee	Return to:	Commercial Division
Domestic Corporation (Business or Non Profit)		P. O. Box 94125
Make remittance payable to		Baton Rouge, LA 70804-9125
Secretary of State		Phone (225) 925-4704
Do Not Send Cash		Web Site: www.sos.louisiana.gov

Corporation Name: PHC-Lakewood, Inc.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorized a change in the location of the corporation’s registered office. The new registered office is located at:

To be signed by an officer or a director      Date

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change of the corporation’s registered agent(s). The name(s) and address(es) of the new registered agent(s) is/are as follows: C T Corporation System, 8550 United Plaza Boulevard, Baton Rouge, Louisiana 70809

[ILLEGIBLE]	07/05/05
President, Vice President or Secretary	Date

AGENT’S ACCEPTANCE AND ACKNOWLEDGEMENT OF APPOINTMENT

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above named corporation.

/s/ Mary R. Adams CT Corporation System

By: MARY R. ADAMS   ASSISTANT SECRETARY

Sworn to and subscribed before me, the undersigned Notary Public, on this date: 7/12/05
NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #

/s/ [ILLEGIBLE] Notary Signature

[ILLEGIBLE]

(See instructions on back)

NOTICE OF NEW ADDRESS OF REGISTERED
AGENT FOR SERVICE OF PROCESS

     Notice is hereby given pursuant to Louisiana R.S. Title 12:104; 308; 236;1308; 1350 and 9:3432; 9:3422; 9:3401 of the new address of C T Corporation System in the State of Louisiana where process may be served for the domestic and foreign profit corporations, non profit corporations, limited liability companies and limited partnerships represented by C T Corporation System as shown on the records of the Secretary of State.

     The agent for service of process, C T Corporation System, was formerly located at: 8550 United Plaza Blvd., Baton Rouge, Louisiana 70809. The new address for the said agent for service of process is: 5615 Corporate Blvd, Suite 400B, Baton Rouge, Louisiana 70808.

     Please record the change of registered address for the entities shown on the record of the Secretary of State as being represented by C T Corporation System, as the registered agent. The list of entities is attached to this notice. These entities may now be served at the new address of the agent for service of process as set forth above as of the date of this document is received and filed with the Secretary of State of Louisiana.

     I, Kenneth Uva, Vice President of C T Corporation System, hereby declare the contents of this Notice true to the best of my knowledge and belief as of this 28^th day of January, 2008.

C T CORPORATION SYSTEM

/s/ Kenneth Uva Kenneth Uva, Vice President

Sworn to and subscribed before me, the undersigned Notary Public on this date: January 28, 2008.

/s/ Laurel Jean Wellington Notary Public

LAUREL JEAN WELLINGTON

Notary Public, State of New York

No 01WE6035039

Qualified in Kings County

Certificate Filed in New York County

Commission Expires Dec. 20, 2009

JAY DARDENNE
SECRETARY OF STATE

State of Louisiana
Secretary of State

COMMERCIAL DIVISION

Uniform Commercial Code
225.925.4704
Fax
225-922.0452

Administrative Services
225.925.4704
Fax
225-925.4726

Corporations
225.925.4704
Fax
225-922-0435

This letter serves as certification that on or about January 29, 2008, our office created a list of the companies for which C T Corporation System serves as registered agent. As per the instructions on the previous page, referred to as Amendment 36015549, we have taken appropriate action to change this registered agent address for all of the clients of C T Corporation System.

Sincerely,

Carla Bonaventure
Commercial Division Administrator

JAY DARDENNE
Secretary of State

DOMESTIC CORPORATION

ANNUAL REPORT

For Period Ending

8/21/2010

Mailing Address Only (INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)
     35131167 D
     PHC-LAKEWOOD, INC.

     103 POWELL COURT, STE. 200
     BRENTWOOD, TN 37027 (INDICATE CHANGES TO THIS ADDRESS IN THIS BOX)
1  Registered Office Address in Louisiana
        (Do not use P. O. Box)
    C/O C T CORPORATION SYSTEM
    8550 UNITED PLAZA BLVD.
    BATON ROUGE, LA 70809

Federal Tax ID Number
62-1864994

Our records indicate the following registered agents for the corporation. Indicate any changes or deletions below. All agents must have a Louisiana address. Do not use a P. O. Box.

A NEW REGISTERED AGENT REQUIRES A NOTARIZED SIGNATURE

     C T CORPORATION SYSTEM
          5615 CORPORATE BLVD., STE. 400B BATON ROUGE, LA 70808

I hereby accept the appointment of registered agent(s).	Sworn to and subscribed before me on NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #
New Registered Agent Signature	Notary Signature                      Date

This report reflects a maximum of three officers or directors from our records for this corporation. Indicate any changes or deletions below. Include a filing of all names along with each file held and their address. Do not use a P. O. Box. If additional space is needed attach an addendum.

MICHAEL B. CLARK	President, Director
103 POWELL COURT, STE. 200 BRENTWOOD, TN 37027
MICHAEL S. COGGIN	Vice-President, Treasurer
103 POWELL COURT, STE. 200 BRENTWOOD, TN 37027
MARY KIM E. SHIPP	Secretary
103 POWELL COURT, STE. 200 BRENTWOOD, TN 37027

* See attached list of officers and directors *

SIGNà	To be signed by an officer, director or agent	Title	Phone	Date
	/s/ Mary Kim E. Shipp       Mary Kim E. Shipp	Secretary	6153728500	7-28-10
	Signee’s address	Email Address		(For Office Use Only)
	103 Powell Ct Brentwood, TN 37027	gretchen.catron@LPNT.net

Enclose filing fee of $25.00 Return by: 8/21/2010

Make remittance payable to Secretary of State	To:   Commercial Division
Do Not Send Cash	P. O. Box 94125
Do Not Staple	Baton Rouge, LA 70904-9125
	Phone (225) 925-4704

web site: www.sos.louisiana.gov                                                    DO NOT STAPLE

3    X

ALL UNSIGNED REPORTS WILL BE RETURNED

PHC-Lakewood, Inc.
(Shares Authorized: 1,000 Common
Shares Issued: 1,000
Stockholders: Province Healthcare Company)
EIN: 62-1864994

Directors:
R. Scott Raplee
Michael B. Clark

Officers:
Michael B. Clark, President
A. Gene Smith, Chief Financial Officer
R. Scott Raplee, Operations President
Randy McVay, Operations CFO
Michael S. Coggin, Senior Vice President and Treasurer
Christopher J. Monte, Vice President
Mary Kim E. Shipp, Secretary

Address for above officers and directors:

103 Powell Court, Ste 200
Brentwood, TN 37027
615-372-8500

EX-3.268

Exhibit 3.268

BYLAWS
OF
PHC-LAKEWOOD, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of Louisiana, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of Louisiana upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote. Notice of special meetings requested by any shareholder or shareholders shall be held at such time as the secretary may fix, but not less than fifteen nor more than sixty days after the receipt of said request. If the secretary shall neglect or refuse to fix such time or to give notice of the meeting, the shareholder or shareholders making the request may do so.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board may be increased or decreased by the shareholders. Vacancies in the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of Louisiana as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of Louisiana upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient

1

assembly of the directors. A majority of the number of directors of the Corporation then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president, secretary, treasurer and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary and no person holding more than one office may sign in more than one capacity, any certificate or other instrument required by law to be signed by two officers. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

2

EX-3.269

Exhibit 3.269

OFFICE OF THE
PUBLIC REGULATION COMMISSION

CERTIFICATE OF COMPARISON

OF

PHC-LAS CRUCES, INC.

2433654

          The Public Regulation Commission certifies that the attached is a true and complete copy of the ****4**** page document(s) on file in this office.

     This Certification is in accordance with Section 53-18-4 NMSA 1978.

Dated: MARCH 22, 2011

	In testimony whereof, the Public Regulation Commission of the state of New Mexico has caused this certificate to be signed by its chairman and the seal of said Commission to be affixed in the City of Santa Fe.
	/s/ Annette Prada
	Chairman
	/s/ Patrick H. Lyons
	Bureau Chief

OFFICE OF THE
PUBLIC REGULATION COMMISSION

CERTIFICATE OF INCORPORATION

OF

PHC-LAS CRUCES, INC.

2433654

     The Public Regulation Commission certifies that the Articles of Incorporation, duly signed and verified pursuant to the provisions of the

BUSINESS CORPORATION ACT
(53-11-1 to 53-18-12 NMSA 1978)

have been received by it & are found to conform to law.

     Accordingly, by virtue of the authority vested in it by law, the Public Regulation Commission issues this Certificate of Incorporation & attaches hereto, a duplicate of the Articles of Incorporation.

Dated: MARCH 8, 2004

In testimony whereof, the Public Regulation of the State of New Mexico has caused this certificate to be signed by its Chairman and the seal of said Commission to affixed at the City of Santa Fe.

/s/ Annette Prada

Chairman

/s/ Patrick H. Lyons

Bureau Chief

ARTICLES OF INCORPORATION

OF

PHC-LAS CRUCES, INC.

          The undersigned acting as incorporator to form a corporation pursuant to the Business Corporation Act of New Mexico (the “Act”), adopts the following Articles of Incorporation for such corporation:

          1. The name of the corporation is PHC-Las Cruces, Inc, (the “Corporation”).

          2. The purpose of the Corporation is (i) to own and/or operate hospitals and provide related healthcare services and (ii) to engage in any lawful business for which a corporation may be organized under the Act.

          3. The number of shares the Corporation is authorized to issue is One Thousand (1,000), all of which are a par value of $.01 dollars each and are of the same class and are to be Common shares.

          4. The name of the Corporation’s initial registered agent and the street address of the registered office is National Registered Agents, Inc., 433 Paseo De Peralta, Santa Fe, New Mexico 87501.

          5. The number constituting the initial board of directors is two and the names and addresses of the individuals who have consented to serve as the initial directors until their successors are elected and qualify are:

Martin S. Rash	105 Westwood Place, Suite 400 Brentwood, Tennessee 37027
Howard T. Wall	105 Westwood Place, Suite 400 Brentwood, Tennessee 37027.

          6. (a) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, unless (i) the director has breached or failed to perform the duties of the director’s office in compliance with Section 53-11- 35(B) of the Act and (2) the breach or failure to perform constitutes negligence, willful misconduct or recklessness in the case of a director who has either an ownership interest in the corporation receives in his capacity as a director or as an employee of the corporation compensation of more than two thousand dollars ($2,000.00) from the corporation in any calendar year

               (b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

          7. (a) The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office.

          8. The name and address of the incorporator is:

Name	Address
Howard T. Wall	105 Westwood Place, Suite 400
	Brentwood, TN 37027.

/s/ Howard T. Wall 

Howard T. Wall, Incorporator 

Dated: January 30, 2004

STATEMENT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED INITIAL REGISTERED AGENT

Stephanie Thomas W / I, National Registered Agents, Inc. hereby acknowledge the acceptance of appointment as Initial Registered Agent of PHC-Las Cruces, Inc.

the corporation which is named in the annexed Articles of Incorporation.

(Sign on this line if the registered agent named in the articles of incorporation is an individual. If this line is signed, the two lines below do not apply and must be left blank.)

(If the following lines are used, the signature line above does not apply and must be left blank.)

National Registered Agents, Inc. (If the registered agent named in the Articles of Incorporation is a corporation, type or print the name of that corporation here.)

By	/s/ Stephanie Thomas
	(An authorized officer of the corporation being appointed as registered agent must sign here)

Form DPR-STMNT
(revised 7/03)

EX-3.270

Exhibit 3.270

BYLAWS
OF
PHC-LAS CRUCES, INC.

     1. Annual Meeting of the Shareholders. The annual meeting of shareholders for the election of directors and such other purposes as may be set forth in the notice of meeting shall be held at the time and place, within or outside the State of New Mexico, fixed by the board of directors.

     2. Special Meetings of the Shareholders. Special meetings of the shareholders may be held at any place within or outside the State of New Mexico upon call of the board of directors, the chairman of the board of directors, if any, the president, or the holders of at least ten percent of the issued and outstanding shares of capital stock entitled to vote.

     3. Transfer of Stock. The capital stock of the Corporation shall be transferred on the books of the Corporation by surrender of properly endorsed certificates therefor by the holders thereof or their duly authorized attorneys-in-fact. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the secretary. The person in whose name stock stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     4. Directors. The business of the Corporation shall be managed by a board of directors consisting of not less than two nor more than seven members, such number of directors within such range to be fixed by action of the board of directors. The range of size for the board of directors may be increased or decreased by the shareholders. Vacancies on the board of directors, whether resulting from an increase in the number of directors, the removal of directors for or without cause, or otherwise, may be filled by a vote of a majority of the directors then in office, although less than a quorum. Directors may be removed for or without cause by the shareholders.

     5. Meetings of the Board of Directors. Regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting (a) at the location of the annual meeting of shareholders immediately after the meeting in each year and (b) at such times and at such places within or outside the State of New Mexico as shall be fixed by the board of directors. Special meetings of the board of directors may be held at any place within or outside the State of New Mexico upon call of the chairman of the board of directors, if any, the president or a majority of the directors then in office, which call shall set forth the date, time and place of meeting and, if required by law, the purpose of the meeting. Written, oral, or any other mode of notice of the date, time and place of meeting shall be given for special meetings in sufficient time, which need not exceed two days in advance, for the convenient assembly of the directors. A majority of the number of directors then in office, but in no event less than one-third of the number of directors the Corporation would have if there were no vacancies in the board of directors, shall constitute a quorum, and the vote of a majority of the directors present at the time of the vote, if a quorum is present, shall be the act of the board of directors.

     6. Officers. The board of directors shall elect a president and secretary, and such other officers as it may deem appropriate. The president, secretary, and any other officer so appointed by the board of directors are authorized to execute certificates representing shares of the Corporation’s capital stock. Persons may hold more than one office except that no person may serve as both president and secretary. Officers shall have the authority and responsibilities given them by the board of directors, and each officer shall hold office until his successor is elected and qualified, unless a different term is specified by the board of directors.

     7. Committees. By resolution adopted by the greater of (i) a majority of the directors of the Corporation then in office when the action is taken or (ii) the number of directors required by the Articles of Incorporation or bylaws to take action, the directors may designate from among their number one or more directors to constitute an executive committee and other committees, each of which, to the extent permitted by law, shall have the authority granted it by the board of directors.

     8. Amendment of Bylaws. The bylaws of the Corporation may be amended or repealed, and additional bylaws may be adopted, by action of the board of directors or of the shareholders, but any bylaws adopted by the shareholders may be amended or repealed only by the shareholders.

EX-5.1

Exhibit 5.1

[Letterhead of Dewey & LeBoeuf LLP]

May 6, 2011

LifePoint Hospitals Inc.
103 Powell Court
Brentwood, TN 37027

     Re: Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as counsel to LifePoint Hospitals Inc., a Delaware corporation (the “Company”), and to the subsidiaries of the Company listed on Schedule I (collectively, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) and a related prospectus (the “Prospectus”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $400,000,000 aggregate principal amount of 6.625% Senior Notes due 2020 (the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the related Guarantees will be issued under an indenture dated as of September 23, 2010 (the “Indenture”) among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. The Company will offer the Exchange Notes in exchange for $400,000,000 aggregate principal amount of its outstanding 6.625% Senior Notes due 2020.

     In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and officers and other representatives of the Company and such other agreements, instruments and documents as we have deemed necessary or appropriate for the purpose of this opinion. In our examination, we have also assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, or as retrieved from the Securities and Exchange Commission’s EDGAR database, the authenticity of the originals of such latter documents and the correctness of all statements of fact in all documents examined by us. In making our examination of documents executed by parties other than the Company and each Guarantor that is incorporated or organized in the State of Delaware, we have assumed that such parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any

LifePoint Hospitals Inc., Page 2

facts material to the opinions expressed herein which were not independently established or verified, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others.

     Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

     1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

     2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

     Any opinion set forth herein as to enforceability of obligations of any party is subject to, and the enforcement of the obligations described therein may be limited by, applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, public policy considerations and by general principles of equity (regardless of whether enforcement may be sought in a proceeding in equity or at law) and the discretion of the court before which any proceedings therefore may be brought. Such principles of equity are of general application and in applying such principles, a court may, without limitation, include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality. Rights to indemnification and contribution may also be limited by statute or public policy grounds. In addition, we express no opinion as to the enforceability of the provisions of any savings clause in the Guarantees to the extent the provisions limit the obligations of the respective Guarantor or any rights of contribution of any other party, or as to the effect of any such provisions on the enforceability of the Guarantees.

     The opinions expressed above, insofar as they relate to the validity and enforceability of Section 4.11 of the Indenture under the circumstances contemplated in clause (4) of the definition of “Change of Control,” are qualified by reference to the decision of the Court of Chancery of the State of Delaware in San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc. et. al., 2009 Del. Ch. LEXIS 83 (Del. Ch. May 22, 2009), and the possible treatment of such decision as precedent or guidance by a court interpreting such section of the Indenture.

     We do not express any opinion herein concerning any law other than the law of the State of New York and the Delaware General Corporation law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the Delaware Limited Liability Company

LifePoint Hospitals Inc., Page 3

Act and the Delaware Revised Uniform Limited Partnership Act. This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. We disclaim any obligation to advise you of only changes in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

     We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement and the related Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
 

/s/ Dewey & LeBoeuf LLP  

DEWEY & LEBOEUF LLP 

SCHEDULE I

America Management Companies, LLC
AMG-Crockett, LLC
AMG-Hilcrest, LLC
AMG-Hillside, LLC
AMG-Livingston, LLC
AMG-Logan, LLC
AMG-Southern Tennessee, LLC
AMG-Trinity, LLC
Andalusia Physician Practices, LLC
Ashland Physician Services, LLC
Ashley Valley Medical Center, LLC
Ashley Valley Physician Practice, LLC
Athens Physicians Practice, LLC
Athens Regional Medical Center, LLC
Barrow Medical Center, LLC
Bartow General Partner, LLC
Bartow Healthcare System, Ltd.
Bartow Memorial Limited Partner, LLC
Bolivar Physician Practices, LLC
Bourbon Community Hospital, LLC
Bourbon Physician Practice, LLC
Brim Hospitals, Inc.
Buffalo Trace Radiation Oncology Associates, LLC
Care Health Company, Inc.
Castleview Hospital, LLC
Castleview Medical, LLC
Castleview Physician Practice, LLC
Clinch Professional Physician Services, LLC
Clinch Valley Endocrinology, LLC
Clinch Valley Medical Center, Inc.
Clinch Valley Pulmonology, LLC
Clinch Valley Urology, LLC
Colorado Plains Physician Practices, LLC
Community Hospital of Andalusia, Inc.
Community Medical, LLC
Community-Based Services, LLC
Crockett Hospital, LLC
Crockett PHO, LLC
Danville Diagnostic Imaging Center, LLC
Danville Physician Practices, LLC
Danville Regional Medical Center School of Health Professions, LLC
Danville Regional Medical Center, LLC
DLP Partner, LLC
Dodge City Healthcare Partner, Inc.

Georgetown Community Hospital, LLC
Georgetown Rehabilitation, LLC
Guyan Valley Hospital, LLC
Halstead Hospital, LLC
HCK Logan Memorial, LLC
HDP Andalusia, LLC
HDP Georgetown, LLC
Hillside Hospital, LLC
Historic LifePoint Hospitals, Inc.
HRMC, LLC
HST Physician Practice, LLC
HTI Georgetown, LLC
HTI PineLake, LLC
Hurricane Healthcare Partner, LLC
Integrated Physician Services, LLC
Kansas Healthcare Management Company, Inc.
Kansas Healthcare Management Services, LLC
Kentucky Hospital, LLC
Kentucky Medserv, LLC
Kentucky MSO, LLC
Kentucky Physician Services, Inc.
Lake Cumberland Cardiology Associates, LLC
Lake Cumberland Physician Practices, LLC
Lake Cumberland Regional Hospital, LLC
Lake Cumberland Regional Physician Hospital Organization, LLC
Lakeland Community Hospital, LLC
Lakeland Physician Practices, LLC
Lamar Surgery Center, LP
Lander Valley Ambulatory Surgery Center, LLC
Lander Valley Medical Center, LLC
Lander Valley Physician Practices, LLC
Las Cruces Physician Practices, LLC
LCMC MRI, LLC
LCMC PET, LLC
LHSC, LLC
LifePoint Acquisition Corp.
LifePoint Asset Management Company, Inc.
LifePoint Billing Services, LLC
LifePoint Corporate Services General Partnership
LifePoint CSGP, LLC
LifePoint CSLP, LLC
LifePoint Holdings 2, LLC
LifePoint Holdings 3, Inc.
LifePoint Hospitals Holdings, Inc.
LifePoint Medical Group — Hillside, Inc.
LifePoint of GAGP, LLC

LifePoint of Georgia, Limited Partnership
LifePoint of Kentucky, LLC
LifePoint of Lake Cumberland, LLC
LifePoint RC, Inc.
LifePoint VA Holdings, Inc.
LifePoint WV Holdings, Inc.
Livingston Regional Hospital, LLC
Logan General Hospital, LLC
Logan Healthcare Partner, LLC
Logan Medical, LLC
Logan Memorial Hospital, LLC
Logan Physician Practice, LLC
Los Alamos Physician Practices, LLC
Martinsville Physician Practices, LLC
Meadowview Physician Practice, LLC
Meadowview Regional Medical Center, LLC
Meadowview Rights, LLC
Memorial Hospital of Martinsville & Henry County Ambulatory, LLC
Mexia Principal Healthcare Limited Partnership
Mexia-Principal, Inc.
Minden Physician Practices, LLC
Northeastern Nevada Physician Practices, LLC
Northwest Medical Center-Winfield, LLC
NWMC-Winfield Physician Practices, LLC
Opelousas Imaging Center Partner, LLC
Opelousas PET/CT Imaging Center, LLC
Orthopedics of Southwest Virginia, LLC
Palestine Principal Healthcare Limited Partnership
Palestine-Principal G.P., Inc.
PHC Hospitals, LLC
PHC-Ashland, L.P.
PHC-Aviation, Inc.
PHC-Belle Glade, Inc.
PHC-Charlestown, L.P.
PHC-Cleveland, Inc.
PHC-Doctors’ Hospital, Inc.
PHC-Elko, Inc.
PHC-Fort Mohave, Inc.
PHC-Fort Morgan, Inc.
PHC-Indiana, Inc.
PHC-Knox, Inc.
PHC-Lake Havasu, Inc.
PHC-Lakewood, Inc.
PHC-Las Cruces, Inc.
PHC-Los Alamos, Inc.
PHC-Louisiana, Inc.

PHC-Martinsville, Inc.
PHC-Minden G.P., Inc.
PHC-Minden, L. P.
PHC-Morgan City, L.P.
PHC-Morgan Lake, Inc.
PHC-Opelousas, L.P.
PHC-Palestine, Inc.
PHC-Selma, LLC
PHC-Tennessee, Inc.
PineLake Physician Practice, LLC
PineLake Regional Hospital, LLC
Poitras Practice, LLC
PRHC-Alabama, LLC
PRHC-Ennis G.P., Inc.
PRHC-Ennis, L.P.
Principal Hospital Company of Nevada, Inc.
Principal Knox, L.L.C.
Principal Knox, L.P.
Principal-Needles, Inc.
Province Healthcare Company
Putnam Ambulatory Surgery Center, LLC
Putnam Community Medical Center, LLC
Putnam Physician Practices, LLC
R. Kendall Brown Practice, LLC
Raleigh General Hospital, LLC
River Parishes Holdings, LLC
River Parishes Hospital, LLC
River Parishes Partner, LLC
River Parishes Physician Practices, LLC
Riverton Ambulatory Surgery Center, LLC
Riverton Memorial Hospital, LLC
Riverton Oncology Practice, LLC
Riverton Physician Practices, LLC
Riverview Medical Center, LLC
Rockdale Hospital, LLC
Rockdale Physician Practices, LLC
Russellville Hospital, LLC
Russellville Physician Practices, LLC
Select Healthcare, LLC
Selma Diagnostic Imaging, LLC
Siletchnik Practice, LLC
Smith County Memorial Hospital, LLC
Somerset Surgery Partner, LLC
Southern Tennessee EMS, LLC
Southern Tennessee Medical Center, LLC
Southern Tennessee PHO, LLC

Spring View Hospital, LLC
Spring View Physician Practices, LLC
Springhill Medical Center, LLC
Starke Physician Practices, LLC
Sumner Physician Practices, LLC
Sumner Real Estate Holdings, LLC
Sumner Regional Medical Center, LLC
Texas Specialty Physicians
The MRI Center of Northwest Alabama, LLC
THM Physician Practice, LLC
Trousdale Medical Center, LLC
Valley View Physician Practices, LLC
Vaughan Physician Practices, LLC
Ville Platte Medical Center, LLC
Ville Platte Physician Practices, LLC
West Virginia Management Services Organization, Inc.
Western Plains Physician Practices, LLC
Western Plains Regional Hospital, LLC
Woodford Hospital, LLC
Wyoming Holdings, LLC
Wythe County Community Hospital, LLC
Wythe County Physician Practices, LLC
Zone, Incorporated

EX-12.1

EXHIBIT 12.1

LIFEPOINT HOSPITALS, INC.
COMPUTATIONS OF RATIOS OF EARNINGS TO FIXED CHARGES
(Unaudited)

(Dollars in Millions)

											Three Months
	Years Ended December 31,										Ended March 31,
	2010		2009		2008		2007		2006		2011		2010
EARNINGS
Income from continuing operations before income taxes	$	241.1	$	222.0	$	208.8	$	202.3	$	234.1	$	74.9	$	70.8
Fixed charges, exclusive of capitalized interest		118.1		113.5		119.2		124.4		123.4		32.0		27.4
TOTAL EARNINGS	$	359.2	$	335.5	$	328.0	$	326.7	$	357.5	$	106.9	$	98.2
FIXED CHARGES
Interest charged to expense(a)	$	109.0	$	104.6	$	110.6	$	115.7	$	115.7	$	29.5	$	25.2
Interest portion of rental expense		9.1		8.9		8.6		8.7		7.7		2.5		2.2
Fixed charges, exclusive of capitalized interest		118.1		113.5		119.2		124.4		123.4		32.0		27.4
Capitalized interest		0.8		1.1		0.9		1.7		1.2		0.3		0.1
TOTAL FIXED CHARGES	$	118.9	$	114.6	$	120.1	$	126.1	$	124.6	$	32.3	$	27.5
RATIO OF EARNINGS TO FIXED CHARGES		3.02		2.93		2.73		2.59		2.87		3.31		3.57

(a) excluding interest income

EX-21.1

Exhibit 21.1

Subsidiaries of LifePoint Hospitals, Inc.

	Location of
	Incorporation or
Name of Entity	Organization
America Management Companies, LLC	Delaware
AMG — Crockett, LLC	Delaware
AMG — Hilcrest, LLC	Delaware
AMG — Hillside, LLC	Delaware
AMG — Livingston, LLC	Delaware
AMG — Logan, LLC	Delaware
AMG — Southern Tennessee, LLC	Delaware
AMG — Trinity, LLC	Delaware
Andalusia Physician Practices, LLC	Delaware
Ashland Physician Services, LLC	Delaware
Ashley Valley Medical Center, LLC	Delaware
Ashley Valley Physician Practice, LLC	Delaware
Athens Physicians Practice, LLC	Delaware
Athens Regional Medical Center, LLC	Delaware
Barrow Medical Center, LLC	Delaware
Bartow General Partner, LLC	Delaware
Bartow Healthcare System, Ltd.	Florida
Bartow Memorial Limited Partner, LLC	Delaware
Bolivar Physician Practices, LLC	Delaware
Bourbon Community Hospital, LLC	Delaware
Bourbon Physician Practice, LLC	Delaware
Brim Hospitals, Inc.	Oregon
Buffalo Trace Radiation Oncology Associates, LLC	Kentucky
Care Health Company, Inc.	Washington
Castleview Hospital, LLC	Delaware
Castleview Medical, LLC	Delaware
Castleview Physician Practice, LLC	Delaware
Clinch Professional Physician Services, LLC	Delaware
Clinch Valley Endocrinology, LLC	Virginia
Clinch Valley Medical Center, Inc.	Virginia
Clinch Valley Pulmonology, LLC	Virginia
Clinch Valley Urology, LLC	Virginia
Colorado Plains Physician Practices, LLC	Delaware
Community-Based Services, LLC	Delaware
Community Hospital of Andalusia, Inc.	Alabama
Community Medical, LLC	Delaware
Crockett Hospital, LLC	Delaware
Crockett PHO, LLC	Delaware
Danville Diagnostic Imaging Center, LLC	Delaware
Danville Physician Practices, LLC	Delaware
Danville Regional Medical Center, LLC	Delaware
Danville Regional Medical Center School of Health Professions, LLC	Delaware
DLP Healthcare, LLC	Delaware
DLP Partner, LLC	Delaware
Dodge City Healthcare Group, LLC	Kansas
Dodge City Healthcare Partner, Inc.	Kansas
Georgetown Community Hospital, LLC	Delaware
Georgetown Rehabilitation, LLC	Delaware
Guyan Valley Hospital, LLC	Delaware
Halstead Hospital, LLC	Delaware

	Location of
	Incorporation or
Name of Entity	Organization
Havasu Regional Medical Center, LLC	Delaware
HCK Logan Memorial, LLC	Delaware
HDP Andalusia, LLC	Delaware
HDP Georgetown, LLC	Delaware
Hillside Hospital, LLC	Delaware
Historic LifePoint Hospitals, Inc.	Delaware
HRMC, LLC	Delaware
HST Physician Practice, LLC	Delaware
HTI Georgetown, LLC	Delaware
HTI PineLake, LLC	Delaware
Hurricane Healthcare Partner, LLC	Delaware
Integrated Physician Services, LLC	Delaware
Kansas Healthcare Management Company, Inc.	Kansas
Kansas Healthcare Management Services, LLC	Kansas
Kentucky Hospital, LLC	Delaware
Kentucky Medserv, LLC	Delaware
Kentucky MSO, LLC	Delaware
Kentucky Physician Services, Inc.	Kentucky
Lake Cumberland Cardiology Associates, LLC	Delaware
Lake Cumberland Physician Practices, LLC	Delaware
Lake Cumberland Regional Hospital, LLC	Delaware
Lake Cumberland Regional Physician Hospital Organization, LLC	Delaware
Lake Cumberland Surgery Center, LP	Delaware
Lakeland Community Hospital, LLC	Delaware
Lakeland Physician Practices, LLC	Delaware
Lamar Surgery Center, LP	Delaware
Lander Valley Ambulatory Surgery Center, LLC	Delaware
Lander Valley Medical Center, LLC	Delaware
Lander Valley Physician Practices, LLC	Delaware
Las Cruces Physician Practices, LLC	Delaware
LCMC MRI, LLC	Delaware
LCMC PET, LLC	Delaware
LHSC, LLC	Delaware
LifePoint Acquisition Corp.	Delaware
LifePoint Asset Management Company, Inc.	Delaware
LifePoint Billing Services, LLC	Delaware
LifePoint Corporate Services, General Partnership	Delaware
LifePoint CSGP, LLC	Delaware
LifePoint CSLP, LLC	Delaware
LifePoint Holdings 2, LLC	Delaware
LifePoint Holdings 3, Inc.	Delaware
LifePoint Hospitals Holdings, Inc.	Delaware
LifePoint Medical Group — Hillside, Inc.	Tennessee
LifePoint of GAGP, LLC	Delaware
LifePoint of Georgia, Limited Partnership	Delaware
LifePoint of Kentucky, LLC	Delaware
LifePoint of Lake Cumberland, LLC	Delaware
LifePoint RC, Inc.	Delaware
LifePoint VA Holdings, Inc.	Delaware
LifePoint WV Holdings, Inc.	Delaware
Livingston Regional Hospital, LLC	Delaware
Logan General Hospital, LLC	Delaware
Logan Healthcare Partner, LLC	Delaware
Logan Medical, LLC	Delaware

	Location of
	Incorporation or
Name of Entity	Organization
Logan Memorial Hospital, LLC	Delaware
Logan Oncology Care Associates Limited Partnership	West Virginia
Logan Physician Practice, LLC	Delaware
Los Alamos Physician Practices, LLC	Delaware
Martinsville Physician Practices, LLC	Delaware
Meadowview Physician Practice, LLC	Delaware
Meadowview Regional Medical Center, LLC	Delaware
Meadowview Rights, LLC	Delaware
Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC	Virginia
Mexia Principal Healthcare Limited Partnership	Texas
Mexia-Principal, Inc.	Texas
Minden Physician Practices, LLC	Delaware
Northeastern Nevada Physician Practices, LLC	Delaware
Northwest Medical Center-Winfield, LLC	Delaware
NWMC-Winfield Physician Practices, LLC	Delaware
Opelousas Imaging Center Partner, LLC	Delaware
Opelousas PET/CT Imaging Center, LLC	Delaware
Orthopedics of Southwest Virginia, LLC	Virginia
Palestine-Principal G.P., Inc.	Texas
Palestine Principal Healthcare Limited Partnership	Texas
PHC-Ashland, L.P.	Pennsylvania
PHC-Aviation, Inc.	Tennessee
PHC-Belle Glade, Inc.	Florida
PHC-Charlestown, L.P.	Indiana
PHC-Cleveland, Inc.	Mississippi
PHC-Doctors’ Hospital, Inc.	Louisiana
PHC-Elko, Inc.	Nevada
PHC-Fort Mohave, Inc.	Arizona
PHC-Fort Morgan, Inc.	Colorado
PHC Hospitals, LLC	Delaware
PHC-Indiana, Inc.	Indiana
PHC-Knox, Inc.	Nevada
PHC-Lake Havasu, Inc.	Arizona
PHC-Lakewood, Inc.	Louisiana
PHC-Las Cruces, Inc.	New Mexico
PHC-Los Alamos, Inc.	New Mexico
PHC-Louisiana, Inc.	Louisiana
PHC-Martinsville, Inc.	Virginia
PHC-Minden G.P., Inc.	Louisiana
PHC-Minden, L.P.	Louisiana
PHC-Morgan City, L.P.	Louisiana
PHC-Morgan Lake, Inc.	Louisiana
PHC-Opelousas, L.P.	Louisiana
PHC-Palestine, Inc.	Nevada
PHC-Selma, LLC	Delaware
PHC-Tennessee, Inc.	Tennessee
PineLake Physician Practice, LLC	Delaware
PineLake Regional Hospital, LLC	Delaware
Point of Life Indemnity, Ltd.	Cayman Islands
Poitras Practice, LLC	Delaware
PRHC-Alabama, LLC	Delaware
PRHC-Ennis G.P., Inc.	Texas
PRHC-Ennis, L.P.	Texas

	Location of
	Incorporation or
Name of Entity	Organization
Principal Hospital Company of Nevada, Inc.	Nevada
Principal Knox, L.L.C.	Delaware
Principal Knox, L.P.	Delaware
Principal-Needles, Inc.	Tennessee
Province Healthcare Company	Delaware
Putnam Ambulatory Surgery Center, LLC	Delaware
Putnam Community Medical Center, LLC	Delaware
Putnam Physician Practices, LLC	Delaware
R. Kendall Brown Practice, LLC	Delaware
Raleigh General Hospital, LLC	West Virginia
River Parishes Holdings, LLC	Delaware
River Parishes Hospital, LLC	Delaware
River Parishes Partner, LLC	Delaware
River Parishes Physician Practices, LLC	Delaware
Riverton Ambulatory Surgery Center, LLC	Delaware
Riverton Memorial Hospital, LLC	Delaware
Riverton Oncology Practice, LLC	Delaware
Riverton Physician Practices, LLC	Delaware
Riverview Medical Center, LLC	Delaware
Rockdale Hospital, LLC	Delaware
Rockdale Physician Practices, LLC	Delaware
Russellville Hospital, LLC	Delaware
Russellville Physician Practices, LLC	Delaware
Select Healthcare, LLC	Delaware
Selma Diagnostic Imaging, LLC	Delaware
Siletchnik Practice, LLC	Delaware
Smith County Memorial Hospital, LLC	Delaware
Somerset Surgery Partner, LLC	Delaware
Southern Tennessee EMS, LLC	Delaware
Southern Tennessee Medical Center, LLC	Delaware
Southern Tennessee PHO, LLC	Delaware
Spring View Hospital, LLC	Delaware
Spring View Physician Practices, LLC	Delaware
Springhill Medical Center, LLC	Delaware
Starke Physician Practices, LLC	Delaware
Sumner Physician Practices, LLC	Delaware
Sumner Real Estate Holdings, LLC	Delaware
Sumner Regional Medical Center, LLC	Delaware
Texas Specialty Physicians	Texas
The LifePoint Community Foundation	Delaware
The MRI Center of Northwest Alabama, LLC	Delaware
THM Physician Practice, LLC	Delaware
Trousdale Medical Center, LLC	Delaware
Valley View Physician Practices, LLC	Delaware
Vaughan Physician Practices, LLC	Delaware
Vaughan Regional Medical Center, LLC	Delaware
Ville Platte Medical Center, LLC	Delaware
Ville Platte Physician Practices, LLC	Delaware
West Virginia Management Service Organization, Inc.	West Virginia
Western Plains Physician Practices, LLC	Delaware
Western Plains Regional Hospital, LLC	Delaware
Woodford Hospital, LLC	Delaware
Wyoming Holdings, LLC	Delaware
Wythe County Community Hospital, LLC	Delaware

	Location of
	Incorporation or
Name of Entity	Organization
Wythe County Physician Practices, LLC	Delaware
Zone, Incorporated	West Virginia

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of LifePoint Hospitals, Inc. for the registration of $400,000,000 of its 6.625% Senior Notes due 2020 and to the incorporation by reference therein of our reports dated February 18, 2011, with respect to the consolidated financial statements of LifePoint Hospitals, Inc. and the effectiveness of internal control over financial reporting of LifePoint Hospitals, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
Nashville, Tennessee
May 4, 2011

EX-25.1

Exhibit 25.1

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

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

	95-3571558
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

LifePoint Hospitals Inc.
(Exact name of obligor as specified in its charter)

Delaware	20-1538254
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
103 Powell Court
Brentwood, Tennessee	37027
(Address of principal executive offices)	(Zip code)

Table of Additional Registrant Guarantors

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
America Management Companies, LLC	Delaware	62-1763639	103 Powell Court
			Brentwood, TN 37027
AMG-Crockett, LLC	Delaware	62-1763656	103 Powell Court
			Brentwood, TN 37027
AMG-Hilcrest, LLC	Delaware	62-1763655	103 Powell Court
			Brentwood, TN 37027
AMG-Hillside, LLC	Delaware	62-1763652	103 Powell Court
			Brentwood, TN 37027
AMG-Livingston, LLC	Delaware	62-1763651	103 Powell Court
			Brentwood, TN 37027
AMG-Logan, LLC	Delaware	62-1763649	103 Powell Court
			Brentwood, TN 37027
AMG-Southern Tennessee, LLC	Delaware	62-1763648	103 Powell Court
			Brentwood, TN 37027
AMG-Trinity, LLC	Delaware	62-1763642	103 Powell Court
			Brentwood, TN 37027
Andalusia Physician Practices, LLC	Delaware	20-8016585	103 Powell Court
			Brentwood, TN 37027
Ashland Physician Services, LLC	Delaware	75-3165439	103 Powell Court
			Brentwood, TN 37027

- 2 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Ashley Valley Medical Center, LLC	Delaware	62-1762532	103 Powell Court
			Brentwood, TN 37027
Ashley Valley Physician Practice, LLC	Delaware	62-1762570	103 Powell Court
			Brentwood, TN 37027
Athens Physicians Practice, LLC	Delaware	62-1867833	103 Powell Court
			Brentwood, TN 37027
Athens Regional Medical Center, LLC	Delaware	62-1866028	103 Powell Court
			Brentwood, TN 37027
Barrow Medical Center, LLC	Delaware	62-1762529	103 Powell Court
			Brentwood, TN 37027
Bartow General Partner, LLC	Delaware	20-0526928	103 Powell Court
			Brentwood, TN 37027
Bartow Healthcare System, Ltd.	Florida	62-1644567	103 Powell Court
			Brentwood, TN 37027
Bartow Memorial Limited Partner, LLC	Delaware	52-2199107	103 Powell Court
			Brentwood, TN 37027
Bolivar Physician Practices, LLC	Delaware	26-3042884	103 Powell Court
			Brentwood, TN 37027
Bourbon Community Hospital, LLC	Delaware	62-1757924	103 Powell Court
			Brentwood, TN 37027
Bourbon Physician Practice, LLC	Delaware	62-1824637	103 Powell Court
			Brentwood, TN 37027
Brim Hospitals, Inc.	Oregon	93-0880990	103 Powell Court
			Brentwood, TN 37027

- 3 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Buffalo Trace Radiation Oncology Associates, LLC	Kentucky	61-1303441	103 Powell Court
			Brentwood, TN 37027
Care Health Company, Inc.	Washington	93-1568998	103 Powell Court
			Brentwood, TN 37027
Castleview Hospital, LLC	Delaware	62-1762357	103 Powell Court
			Brentwood, TN 37027
Castleview Medical, LLC	Delaware	62-1769739	103 Powell Court
			Brentwood, TN 37027
Castleview Physician Practice, LLC	Delaware	62-1762573	103 Powell Court
			Brentwood, TN 37027
Clinch Professional Physician Services, LLC	Delaware	20-8484894	103 Powell Court
			Brentwood, TN 37027
Clinch Valley Endocrinology, LLC	Virginia	34-2051378	103 Powell Court
			Brentwood, TN 37027
Clinch Valley Medical Center, Inc.	Virginia	54-1058953	103 Powell Court
			Brentwood, TN 37027
Clinch Valley Pulmonology, LLC	Virginia	20-0467493	103 Powell Court
			Brentwood, TN 37027
Clinch Valley Urology, LLC	Virginia	20-0376229	103 Powell Court
			Brentwood, TN 37027
Colorado Plains Physician Practices, LLC	Delaware	20-3730510	103 Powell Court
			Brentwood, TN 37027

- 4 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Community Hospital of Andalusia, Inc.	Alabama	62-1081822	103 Powell Court
			Brentwood, TN 37027
Community Medical, LLC	Delaware	62-1779016	103 Powell Court
			Brentwood, TN 37027
Community-Based Services, LLC	Delaware	26-3341700	103 Powell Court
			Brentwood, TN 37027
Crockett Hospital, LLC	Delaware	62-1762364	103 Powell Court
			Brentwood, TN 37027
Crockett PHO, LLC	Delaware	62-1824633	103 Powell Court
			Brentwood, TN 37027
DLP Partner, LLC	Delaware	26-2708085	103 Powell Court
			Brentwood, TN 37027
Danville Diagnostic Imaging Center, LLC	Delaware	20-2999605	103 Powell Court
			Brentwood, TN 37027
Danville Physician Practices, LLC	Delaware	20-2999870	103 Powell Court
			Brentwood, TN 37027
Danville Regional Medical Center School of Health Professions, LLC	Delaware	20-3011031	103 Powell Court
			Brentwood, TN 37027
Danville Regional Medical Center, LLC	Delaware	20-2028539	103 Powell Court
			Brentwood, TN 37027
Dodge City Healthcare Partner, Inc.	Kansas	61-1274535	103 Powell Court
			Brentwood, TN 37027

- 5 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Georgetown Community Hospital, LLC	Delaware	62-1757921	103 Powell Court
			Brentwood, TN 37027
Georgetown Rehabilitation, LLC	Delaware	62-1763818	103 Powell Court
			Brentwood, TN 37027
Guyan Valley Hospital, LLC	Delaware	05-0539350	103 Powell Court
			Brentwood, TN 37027
Halstead Hospital, LLC	Delaware	62-1754937	103 Powell Court
			Brentwood, TN 37027
HCK Logan Memorial, LLC	Delaware	62-1766919	103 Powell Court
			Brentwood, TN 37027
HDP Andalusia, LLC	Delaware	62-1765720	103 Powell Court
			Brentwood, TN 37027
HDP Georgetown, LLC	Delaware	62-1765716	103 Powell Court
			Brentwood, TN 37027
Hillside Hospital, LLC	Delaware	62-1762382	103 Powell Court
			Brentwood, TN 37027
Historic LifePoint Hospitals, Inc.	Delaware	52-2165845	103 Powell Court
			Brentwood, TN 37027
HRMC, LLC	Delaware	75-3143244	103 Powell Court
			Brentwood, TN 37027
HST Physician Practice, LLC	Delaware	62-1762577	103 Powell Court
			Brentwood, TN 37027
HTI Georgetown, LLC	Delaware	62-1773817	103 Powell Court
			Brentwood, TN 37027

- 6 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
HTI PineLake, LLC	Delaware	62-1773816	103 Powell Court
			Brentwood, TN 37027
Hurricane Healthcare Partner, LLC	Delaware	27-1974414	103 Powell Court
			Brentwood, TN 37027
Integrated Physician Services, LLC	Delaware	62-1762579	103 Powell Court
			Brentwood, TN 37027
Kansas Healthcare Management Company, Inc.	Kansas	74-2849927	103 Powell Court
			Brentwood, TN 37027
Kansas Healthcare Management Services, LLC	Kansas	74-2849929	103 Powell Court
			Brentwood, TN 37027
Kentucky Hospital, LLC	Delaware	62-1772321	103 Powell Court
			Brentwood, TN 37027
Kentucky Medserv, LLC	Delaware	62-1772269	103 Powell Court
			Brentwood, TN 37027
Kentucky MSO, LLC	Delaware	62-1763638	103 Powell Court
			Brentwood, TN 37027
Kentucky Physician Services, Inc.	Kentucky	62-1752492	103 Powell Court
			Brentwood, TN 37027
Lake Cumberland Cardiology Associates, LLC	Delaware	27-0710002	103 Powell Court
			Brentwood, TN 37027
Lake Cumberland Physician Practices, LLC	Delaware	20-8016687	103 Powell Court
			Brentwood, TN 37027

- 7 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Lake Cumberland Regional Hospital, LLC	Delaware	62-1757920	103 Powell Court
			Brentwood, TN 37027
Lake Cumberland Regional Physician Hospital Organization, LLC	Delaware	52-2183772	103 Powell Court
			Brentwood, TN 37027
Lakeland Community Hospital, LLC	Delaware	30-0109979	103 Powell Court
			Brentwood, TN 37027
Lakeland Physician Practices, LLC	Delaware	43-1978905	103 Powell Court
			Brentwood, TN 37027
			(615) 372-8500
Lamar Surgery Center, LP	Delaware	27-0070041	103 Powell Court
			Brentwood, TN 37027
Lander Valley Ambulatory Surgery Center, LLC	Delaware	20-3730352	103 Powell Court
			Brentwood, TN 37027
Lander Valley Medical Center, LLC	Delaware	62-1823043	103 Powell Court
			Brentwood, TN 37027
Lander Valley Physician Practices, LLC	Delaware	20-0186252	103 Powell Court
			Brentwood, TN 37027
Las Cruces Physician Practices, LLC	Delaware	20-4736578	103 Powell Court
			Brentwood, TN 37027
LCMC MRI, LLC	Delaware	20-4807861	103 Powell Court
			Brentwood, TN 37027
LCMC PET, LLC	Delaware	20-4807946	103 Powell Court
			Brentwood, TN 37027

- 8 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
LHSC, LLC	Delaware	62-1778111	103 Powell Court
			Brentwood, TN 37027
LifePoint Acquisition Corp.	Delaware	20-3140257	103 Powell Court
			Brentwood, TN 37027
LifePoint Asset Management Company, Inc.	Delaware	75-2972602	103 Powell Court
			Brentwood, TN 37027
LifePoint Billing Services, LLC	Delaware	62-1763641	103 Powell Court
			Brentwood, TN 37027
LifePoint Corporate Services General Partnership	Delaware	62-1779581	103 Powell Court
			Brentwood, TN 37027
LifePoint CSGP, LLC	Delaware	62-1779575	103 Powell Court
			Brentwood, TN 37027
LifePoint CSLP, LLC	Delaware	62-1779574	103 Powell Court
			Brentwood, TN 37027
LifePoint Holdings 2, LLC	Delaware	62-1778733	103 Powell Court
			Brentwood, TN 37027
LifePoint Holdings 3, Inc.	Delaware	62-1779573	103 Powell Court
			Brentwood, TN 37027
LifePoint Hospitals Holdings, Inc.	Delaware	52-2167869	103 Powell Court
			Brentwood, TN 37027
LifePoint Medical Group - Hillside, Inc	Tennessee	62-1720394	103 Powell Court
			Brentwood, TN 37027

- 9 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
LifePoint of GAGP, LLC	Delaware	62-1778160	103 Powell Court
			Brentwood, TN 37027
LifePoint of Georgia, Limited Partnership	Delaware	62-1778162	103 Powell Court
			Brentwood, TN 37027
LifePoint of Kentucky, LLC	Delaware	62-1778730	103 Powell Court
			Brentwood, TN 37027
LifePoint of Lake Cumberland, LLC	Delaware	62-1828844	103 Powell Court
			Brentwood, TN 37027
LifePoint RC, Inc.	Delaware	62-1761942	103 Powell Court
			Brentwood, TN 37027
LifePoint VA Holdings, Inc.	Delaware	20-3140383	103 Powell Court
			Brentwood, TN 37027
LifePoint WV Holdings, Inc.	Delaware	20-3140329	103 Powell Court
			Brentwood, TN 37027
Livingston Regional Hospital, LLC	Delaware	62-1762419	103 Powell Court
			Brentwood, TN 37027
Logan General Hospital, LLC	Delaware	05-0539357	103 Powell Court
			Brentwood, TN 37027
Logan Healthcare Partner, LLC	Delaware	20-0086245	103 Powell Court
			Brentwood, TN 37027
Logan Medical, LLC	Delaware	62-1772319	103 Powell Court
			Brentwood, TN 37027
Logan Memorial Hospital, LLC	Delaware	62-1757917	103 Powell Court
			Brentwood, TN 37027

- 10 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Logan Physician Practice, LLC	Delaware	62-1824635	103 Powell Court
			Brentwood, TN 37027
Los Alamos Physician Practices, LLC	Delaware	20-4206739	103 Powell Court
			Brentwood, TN 37027
Martinsville Physician Practices, LLC	Delaware	20-4277914	103 Powell Court
			Brentwood, TN 37027
Meadowview Physician Practice, LLC	Delaware	62-1762581	103 Powell Court
			Brentwood, TN 37027
Meadowview Regional Medical Center, LLC	Delaware	62-1757929	103 Powell Court
			Brentwood, TN 37027
Meadowview Rights, LLC	Delaware	62-1766337	103 Powell Court
			Brentwood, TN 37027
Memorial Hospital of Martinsville & Henry County Ambulatory, LLC	Virginia	20-3217713	103 Powell Court
			Brentwood, TN 37027
Mexia Principal Healthcare Limited Partnership	Texas	62-1692446	103 Powell Court
			Brentwood, TN 37027
Mexia-Principal, Inc.	Texas	62-1691355	103 Powell Court
			Brentwood, TN 37027
Minden Physician Practices, LLC	Delaware	27-0151827	103 Powell Court
			Brentwood, TN 37027
Northeastern Nevada Physician Practices, LLC	Delaware	26-3632448	103 Powell Court
			Brentwood, TN 37027

- 11 -

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

- 12 -

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

- 13 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
PHC-Louisiana, Inc.	Louisiana	62-1779009	103 Powell Court
			Brentwood, TN 37027
PHC-Martinsville, Inc.	Virginia	04-3597974	103 Powell Court
			Brentwood, TN 37027
PHC-Minden G.P., Inc.	Louisiana	62-1789341	103 Powell Court
			Brentwood, TN 37027
PHC-Minden, L. P.	Louisiana	62-1789340	103 Powell Court
			Brentwood, TN 37027
PHC-Morgan City, L.P.	Louisiana	62-1865278	103 Powell Court
			Brentwood, TN 37027
PHC-Morgan Lake, Inc.	Louisiana	62-1870304	103 Powell Court
			Brentwood, TN 37027
PHC-Opelousas, L.P.	Louisiana	62-1779008	103 Powell Court
			Brentwood, TN 37027
PHC-Palestine, Inc.	Nevada	62-1751489	103 Powell Court
			Brentwood, TN 37027
PHC-Selma, LLC	Delaware	27-5437722	103 Powell Court
			Brentwood, TN 37027
PHC-Tennessee, Inc.	Tennessee	62-1780282	103 Powell Court
			Brentwood, TN 37027
PineLake Physician Practice, LLC	Delaware	62-1762582	103 Powell Court
			Brentwood, TN 37027
PineLake Regional Hospital, LLC	Delaware	62-1757927	103 Powell Court
			Brentwood, TN 37027

- 14 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Poitras Practice, LLC	Delaware	62-1762586	103 Powell Court
			Brentwood, TN 37027
PRHC-Alabama, LLC	Delaware	62-1867696	103 Powell Court
			Brentwood, TN 37027
PRHC-Ennis G.P., Inc.	Texas	62-1789403	103 Powell Court
			Brentwood, TN 37027
PRHC-Ennis, L.P.	Texas	62-1789402	103 Powell Court
			Brentwood, TN 37027
Principal Hospital Company of Nevada, Inc.	Nevada	62-1691358	103 Powell Court
			Brentwood, TN 37027
Principal Knox, L.L.C.	Delaware	62-1763056	103 Powell Court
			Brentwood, TN 37027
Principal Knox, L.P.	Delaware	62-1763056	103 Powell Court
			Brentwood, TN 37027
Principal-Needles, Inc.	Tennessee	62-1694530	103 Powell Court
			Brentwood, TN 37027
Province Healthcare Company	Delaware	62-1710772	103 Powell Court
			Brentwood, TN 37027
Putnam Ambulatory Surgery Center, LLC	Delaware	20-2082396	103 Powell Court
			Brentwood, TN 37027
Putnam Community Medical Center, LLC	Delaware	62-1818453	103 Powell Court
			Brentwood, TN 37027

- 15 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Putnam Physician Practices, LLC	Delaware	26-3042979	103 Powell Court
			Brentwood, TN 37027
R. Kendall Brown Practice, LLC	Delaware	62-1762590	103 Powell Court
			Brentwood, TN 37027
Raleigh General Hospital, LLC	West Virginia	55-0261260	103 Powell Court
			Brentwood, TN 37027
River Parishes Holdings, LLC	Delaware	20-2468681	103 Powell Court
			Brentwood, TN 37027
River Parishes Hospital, LLC	Delaware	20-0959379	103 Powell Court
			Brentwood, TN 37027
River Parishes Partner, LLC	Delaware	20-2502853	103 Powell Court
			Brentwood, TN 37027
River Parishes Physician Practices, LLC	Delaware	20-1227403	103 Powell Court
			Brentwood, TN 37027
Riverton Ambulatory Surgery Center, LLC	Delaware	20-3730215	103 Powell Court
			Brentwood, TN 37027
Riverton Memorial Hospital, LLC	Delaware	62-1762468	103 Powell Court
			Brentwood, TN 37027
Riverton Oncology Practice, LLC	Delaware	26-3839861	103 Powell Court
			Brentwood, TN 37027
Riverton Physician Practices, LLC	Delaware	62-1763635	103 Powell Court
			Brentwood, TN 37027
Riverview Medical Center, LLC	Delaware	62-1762469	103 Powell Court
			Brentwood, TN 37027

- 16 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Rockdale Hospital, LLC	Delaware	26-3202930	103 Powell Court
			Brentwood, TN 37027
Rockdale Physician Practices, LLC	Delaware	27-1363956	103 Powell Court
			Brentwood, TN 37027
Russellville Hospital, LLC	Delaware	03-0464224	103 Powell Court
			Brentwood, TN 37027
Russellville Physician Practices, LLC	Delaware	20-0454003	103 Powell Court
			Brentwood, TN 37027
Select Healthcare, LLC	Delaware	62-1763632	103 Powell Court
			Brentwood, TN 37027
Selma Diagnostic Imaging, LLC	Delaware	27-5437945	103 Powell Court
			Brentwood, TN 37027
Siletchnik Practice, LLC	Delaware	62-1762275	103 Powell Court
			Brentwood, TN 37027
Smith County Memorial Hospital, LLC	Delaware	62-1762490	103 Powell Court
			Brentwood, TN 37027
Somerset Surgery Partner, LLC	Delaware	62-1864098	103 Powell Court
			Brentwood, TN 37027
Southern Tennessee EMS, LLC	Delaware	62-1763622	103 Powell Court
			Brentwood, TN 37027
Southern Tennessee Medical Center, LLC	Delaware	62-1762535	103 Powell Court
			Brentwood, TN 37027

- 17 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Southern Tennessee PHO, LLC	Delaware	62-1824632	103 Powell Court
			Brentwood, TN 37027
Spring View Hospital, LLC	Delaware	20-0155414	103 Powell Court
			Brentwood, TN 37027
Spring View Physician Practices, LLC	Delaware	20-4302480	103 Powell Court
			Brentwood, TN 37027
Springhill Medical Center, LLC	Delaware	62-1754936	103 Powell Court
			Brentwood, TN 37027
Starke Physician Practices, LLC	Delaware	20-8724378	103 Powell Court
			Brentwood, TN 37027
Sumner Physician Practices, LLC	Delaware	27-2618964	103 Powell Court
			Brentwood, TN 37027
Sumner Real Estate Holdings, LLC	Delaware	27-2618993	103 Powell Court
			Brentwood, TN 37027
Sumner Regional Medical Center, LLC	Delaware	27-2618766	103 Powell Court
			Brentwood, TN 37027
Texas Specialty Physicians	Texas	26-2477205	514 S. Bonham, Suite D
			Mexia, TX 76667
The MRI Center of Northwest Alabama, LLC	Delaware	20-2082277	103 Powell Court
			Brentwood, TN 37027
THM Physician Practice, LLC	Delaware	62-1762591	103 Powell Court
			Brentwood, TN 37027
Trousdale Medical Center, LLC	Delaware	27-2618876	103 Powell Court
			Brentwood, TN 37027

- 18 -

	State or Other
	Jurisdiction of	I.R.S. Employer
Exact Name of Registrant as Specified	Incorporation or	Identification	Address, Including Zip Code of
in its Charter	Organization	Number	Registrant’s Principal Executive Offices
Valley View Physician Practices, LLC	Delaware	26-4227573	103 Powell Court
			Brentwood, TN 37027
Vaughan Physician Practices, LLC	Delaware	20-5831435	103 Powell Court
			Brentwood, TN 37027
Ville Platte Medical Center, LLC	Delaware	62-1868757	103 Powell Court
			Brentwood, TN 37027
Ville Platte Physician Practices, LLC	Delaware	20-8620112	103 Powell Court
			Brentwood, TN 37027
West Virginia Management Services Organization, Inc.	West Virginia	62-1630580	103 Powell Court
			Brentwood, TN 37027
Western Plains Physician Practices, LLC	Delaware	20-8179824	103 Powell Court
			Brentwood, TN 37027
Western Plains Regional Hospital, LLC	Delaware	62-1762592	103 Powell Court
			Brentwood, TN 37027
Woodford Hospital, LLC	Delaware	52-2260534	103 Powell Court
			Brentwood, TN 37027
Wyoming Holdings, LLC	Delaware	20-0526872	103 Powell Court
			Brentwood, TN 37027
Wythe County Community Hospital, LLC	Delaware	20-2468795	103 Powell Court
			Brentwood, TN 37027

- 19 -

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

6.625% Senior Notes due 2020
and Guarantees of 6.625% Senior Notes due 2020
(Title of the indenture securities)

- 20 -

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.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

- 21 -

4.	A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
6.	The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 22 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, and State of Georgia, on the 25th day of April, 2011.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By: Name:	/S/ REDA SABALIAUSKAITE REDA SABALIAUSKAITE
Title:	SENIOR ASSOCIATE

- 23 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business December 31, 2010, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,000
Interest-bearing balances		151
Securities:
Held-to-maturity securities		7
Available-for-sale securities		754,025
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		70,300
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		9,168
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		856,313
Other intangible assets		216,233
Other assets		159,872
Total assets	$	2,068,070

1

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		500
Noninterest-bearing		500
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		268,691
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		235,783
Total liabilities		504,974
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		1,121,520
Not available
Retained earnings		438,997
Accumulated other comprehensive income		1,579
Other equity capital components 0
Not available
Total bank equity capital		1,563,096
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,563,096
Total liabilities and equity capital		2,068,070

      I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     Karen Bayz       )       Managing Director

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Timothy Vara, President	)
Frank P. Sulzberger, MD	)	Directors (Trustees)
William D. Lindelof, MD	)

2

EX-99.1

Exhibit 99.1

LIFEPOINT HOSPITALS INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$400,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.625% SENIOR NOTES DUE 2020
(SENIOR NOTE CUSIP No. 53219L AK5) WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING
6.625% SENIOR NOTES DUE 2020 (RULE 144A CUSIP No. U53039 AB6/REGULATION S
CUSIP No. 53219L AJ8)

THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON      , 2011
(THE “EXPIRATION DATE”) UNLESS THE OFFER IS EXTENDED. TENDERS MAY
BE WITHDRAWN PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON      , 2011.

The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A

By Mail, Hand or Courier.

The Bank of New York Mellon Corporation
Corporate Trust — Reorganization Unit
480 Washington Boulevard, 27^th Floor
Jersey City, New Jersey 07310
Attn: David Mauer — Processor

By Facsimile Transmission
(eligible institutions only):

(212) 298-1915

Telephone Inquiries:

(212) 815-3687

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

     Holders of outstanding notes (as defined below) should complete this Letter of Transmittal either if outstanding notes are to be forwarded herewith or if tenders of outstanding notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the book-entry transfer facility specified by the holder pursuant to the procedures set forth in “The Exchange Offer — Book-Entry Delivery Procedures” and “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book-entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

     Holders of outstanding notes whose certificates for such outstanding notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis must tender their outstanding notes according to the guaranteed delivery procedures set forth in “The Exchange Offer —Guaranteed Delivery Procedures” in the Prospectus.

     Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name outstanding notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose outstanding notes are held of record by The Depository Trust Company (“DTC”).

     The undersigned acknowledges receipt of the Prospectus dated      , 2011 (as it may be amended or supplemented from time to time, the “Prospectus”) of LifePoint Hospitals Inc., a Delaware corporation (the “Company”) and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer (the “exchange offer”) to exchange up to $400,000,000 aggregate principal amount of its 6.625% Senior Notes due 2020 (the “exchange notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.625% Senior Notes due 2020 (the “outstanding notes”). The outstanding notes are jointly and severally guaranteed on an unsecured senior basis by certain of the Company’s current and future domestic subsidiaries and the exchange notes will be jointly and severally guaranteed on an unsecured senior basis by certain of the Company’s current and future domestic subsidiaries.

     For each outstanding note accepted for exchange, the holder of such outstanding note will receive an exchange note having a principal amount equal to that of the surrendered outstanding note. The exchange notes will accrue interest at a rate of 6.625% per annum payable on April 1 and October 1 of each year.

     Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

     YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE WITH RESPECT TO EXCHANGE OFFER PROCEDURES OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

     The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the exchange offer.

2

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

     List below the outstanding notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of outstanding notes should be listed on a separate signed schedule affixed hereto.

All Tendering Holders Complete Box 1:

	Box 1*
Description of Outstanding Notes Tendered Herewith
Name(s) and Address(es) of
Registered Holder(s)		Aggregate Principal	Aggregate Principal
(Please fill in, in blank,	Certificate or Registration	Amount Represented	Amount of
exactly as name(s) appear(s)	Number(s) of	by Outstanding	Outstanding Notes
on Certificate(s))	Outstanding Notes**	Notes	Being Tendered***

Total:

*	If the space provided is inadequate, list the certificate numbers and principal amount of outstanding notes on a separate signed schedule and attach the list to this Letter of Transmittal.
**	Need not be completed by book-entry holders.
***	The minimum permitted tender is $2,000 in principal amount. All tenders must be in the amount of $2,000 or in integral multiples of $1,000 in excess thereof; provided that any untendered portion of an outstanding note must be in a minimum denomination of $2,000. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such outstanding notes. See instruction 2.

3

 

Box 2
Book-Entry Transfer

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

     Holders of outstanding notes that are tendering by book-entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. DTC participants that are accepting the exchange offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the outstanding notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such outstanding notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the exchange offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the exchange offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the exchange offer by submitting a Notice of Guaranteed Delivery through ATOP.

 

Box 3
Notice of Guaranteed Delivery
(See Instruction 1 below)

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):________________________________________________________________________________

Window Ticket Number (if any):________________________________________________________________________________

Name of Eligible Guarantor Institution that Guaranteed Delivery:_________________________________________________________

Date of Execution of Notice of Guaranteed Delivery:______________________________________________________________

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:

Name of Tendering Institution:________________________________________________________________________________

Account Number:________________________________________________________________________________

Transaction Code Number:________________________________________________________________________________

4

 

Box 4
Return of Non-Exchanged Outstanding Notes
Tendered by Book-Entry Transfer

o CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

 

Box 5
Participating Broker-Dealer

o CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

     If the undersigned is not a broker-dealer, the undersigned represents that it is acquiring the exchange notes in the ordinary course of business and has no arrangement or understanding with any person to participate in a distribution of the exchange notes. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such exchange notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the exchange offer with respect to outstanding notes acquired other than as a result of market-making activities or other trading activities. Any broker-dealer who purchased outstanding notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

5

Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Company the aggregate principal amount of the outstanding notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the outstanding notes tendered herewith in accordance with the terms and conditions of the exchange offer (including, if the exchange offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such outstanding notes as are being tendered herewith.

     The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the exchange offer) with respect to the tendered outstanding notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such outstanding notes, or transfer ownership of such outstanding notes on the account books maintained by the book-entry transfer facility specified by the holder(s) of the outstanding notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (2) present and deliver such outstanding notes for transfer on the books of the Company and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such outstanding notes, all in accordance with the terms of the exchange offer.

     The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the outstanding notes tendered hereby, (b) when such tendered outstanding notes are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the outstanding notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Company. The undersigned hereby further represents that any exchange notes acquired in exchange for outstanding notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the undersigned, that neither the holder of such outstanding notes nor any such other person is engaged in or intends to engage in, nor has an arrangement or understanding with any person to participate in, the distribution of such exchange notes, and that neither the holder of such outstanding notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Company or any guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

     The undersigned also acknowledges that the exchange offer is being made based on the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no-action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters, that the exchange notes issued in exchange for the Outstanding Notes pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker-dealer who acquires such exchange notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company or the guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such exchange notes and has no arrangement or understanding with any person to participate in the distribution of such exchange notes.

     By tendering the outstanding notes and executing, or otherwise becoming bound by, this letter of transmittal, the undersigned hereby represents and agrees that: (a) it is not an Affiliate of the Company or any guarantor, (b) it is not engaged in, and does intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange notes to be issued in the exchange offer, (c) it is acquiring the exchange notes in the ordinary course of business, and (d) only if such holder is a broker-dealer that will receive exchange notes in exchange for outstanding notes.

6

     If a holder of the outstanding notes is an affiliate of the Company or the guarantors, is not acquiring the exchange notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the exchange notes or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer that will receive the exchange notes for its own account in exchange for the outstanding notes, it represents that the outstanding notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such exchange notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     The undersigned will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered outstanding notes or transfer ownership of such outstanding notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly outstanding notes by the Company and the issuance of exchange notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Registration Rights Agreements, dated September 23, 2010, among LifePoint Hospitals Inc., the subsidiary guarantors party thereto and the initial purchasers of the outstanding notes (the “Registration Rights Agreements”), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 8 (indemnification) of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreements.

     The exchange offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the outstanding notes tendered hereby and, in such event, the outstanding notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the exchange offer. In addition, the Company may amend the exchange offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer — Conditions to the Exchange Offer” occur.

     All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered outstanding notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal.

     Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the exchange notes (and, if applicable, substitute certificates representing the outstanding notes for any outstanding notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of the outstanding notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the exchange notes (and, if applicable, substitute certificates representing the outstanding notes for any outstanding notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered Herewith.”

     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

7

 

Box 6
SPECIAL REGISTRATION INSTRUCTIONS
(See Instructions 4 and 5)

     To be completed ONLY if certificates for the outstanding notes not tendered and/or certificates for the exchange notes are to be issued in the name of someone other than the registered holder(s) of the outstanding notes whose name(s) appear(s) above.

Issue:	o       outstanding notes not tendered to:
	o       exchange notes to:
Name(s):
	(Please Print or Type)
Address:
	(Include Zip Code)
	Daytime Area Code and Telephone Number.
	Taxpayer Identification or Social Security Number:

 

Box 7
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)

To be completed ONLY if certificates for the outstanding notes not tendered and/or certificates for the exchange notes are to be sent to someone other than the registered holder(s) of the outstanding notes whose name(s) appear(s) above.

Send:	o      outstanding notes not tendered to:
	o       exchange notes to:
Name(s):
	(Please Print or Type)
Address:
	(Include Zip Code)
	Daytime Area Code and Telephone Number.
	Taxpayer Identification or Social Security Number:

8

Box 8
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9 or applicable Form W-8)

     Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) of the outstanding notes exactly as their name(s) appear(s) on the outstanding notes hereby tendered or on such security position listing or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

(Signature(s) of Holder(s))

Date:___________________________________________________________________________________________

Name(s):___________________________________________________________________________________________

(Please Type or Print)

Capacity (full title):____________________________________________________________________________________

Address:___________________________________________________________________________________________

(Including Zip Code)

Daytime Area Code and Telephone Number:_________________________________________________________________

Taxpayer Identification or Social Security Number:____________________________________________________________________

GUARANTEE OF SIGNATURE(S)
(If Required —See Instruction 4)

Authorized Signature:___________________________________________________________________________________________

Date:___________________________________________________________________________________________

Name:___________________________________________________________________________________________

Title:___________________________________________________________________________________________

Name of Firm:___________________________________________________________________________________________

Address of Firm:___________________________________________________________________________________________

(Include Zip Code)

Area Code and Telephone Number:___________________________________________________________________________

Taxpayer Identification or Social Security Number:____________________________________________________________________

9

	Box 9 PAYER’S NAME: THE BANK OF NEW YORK MELLON
SUBSTITUTE		Part 1— PLEASE PROVIDE
FORM W-9		YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.		Name
Department of the Treasury
Internal Revenue Service
		Check appropriate box for federal tax
		classification:		Social Security Number
Payer’s Request for Taxpayer
Identification Number (TIN)				OR
		o Individual
		o C Corporation		Employer Identification Number
		o S Corporation
		o Partnership
		o Trust/Estate
		o Limited Liability Company
		o Other
		o Exempt Payee
		Part 2 —Certification —UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:			Part 3 —
					Awaiting TIN o
			(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
			(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
			(3) I am a U.S. person (including a U.S. resident alien).
		CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
		The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
		Sign Here:
		Signature __________________________________________________________________
		Date ________________________________________________________

10

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

Signature Date

11

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

     Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer. — Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the
		SOCIAL SECURITY
For this type of account:		number of
1	Individual	The individual
2	Two or more individuals (joint account)	The actual owner of the account or, if combined account fund, the first individual on the account(1)
3	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b So-called trust that is not a legal or valid trust under state law	The actual owner(1)
5	Sole proprietorship or disregarded entity owned by an individual	The owner(3)
6.	Grantor trust filing under Optional Form 1099 Filing Method 1	The grantor*

		Give the EMPLOYER
For this type of account:		IDENTIFICATION number of
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
13.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2	The trust

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

12

*	Note: Grantor also must provide a Form W-9 to trustee of trust.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9

Obtaining a Number

     If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Security Administration office, online at www.ssa.gov or by calling 1 (800) 772-1213, or Form SS-4, Application for Employer Identification Number or Form W-7, Application for IRS Individual Taxpayer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

     Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b) (7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government and any political subdivision, agency or instrumentality thereof.

     Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

• A trust exempt from tax under Section 664 or described in Section 4947.

     Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP.

     Payments of interest generally exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

• Mortgage or student loan interest paid to you.

     Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

14

     Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

     Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

     (1) Failure to Furnish Taxpayer Identification Number. —If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

     (2) Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

     (3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

15

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

     Please do not send certificates for outstanding notes directly to the Company. Your certificates for outstanding notes, together with your signed and completed Letter of Transmittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of outstanding notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

     1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of outstanding notes (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the outstanding notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described in the Prospectus or (iii) complying with the guaranteed delivery procedures described below.

     Holders who wish to tender their outstanding notes and (i) whose outstanding notes are not immediately available or (ii) who cannot deliver their outstanding notes, this Letter of Transmittal and all other required documents to the Exchange Agent prior to the Expiration Date or (iii) who cannot comply with the book-entry transfer procedures on a timely basis, must tender their outstanding notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offer —Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Holders may tender their outstanding notes pursuant to this procedure if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of outstanding notes, if applicable, the certificate number(s) of the outstanding notes to be tendered and the principal amount of outstanding notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the outstanding notes or a book-entry confirmation (including an Agent’s Message), and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent and (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered outstanding notes in proper form or a confirmation of book-entry transfer of the outstanding notes into the Exchange Agent’s account at the appropriate book-entry transfer facility (including an Agent’s Message) and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

     Any Holder who wishes to tender outstanding notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such outstanding notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

     No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the outstanding notes for exchange.

     2. Partial Tenders; Withdrawals. Tenders of outstanding notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof; provided, that any untendered portion of an outstanding note must be in a minimum denomination of $2,000. If less than the entire principal amount of outstanding notes

evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of outstanding notes tendered in the column entitled “Aggregate Principal Amount of Outstanding Notes Being Tendered” in Box 1 above. A newly issued certificate for the outstanding notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All outstanding notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the Expiration Date, after which tenders of outstanding notes are irrevocable.

     To be effective with respect to the tender of outstanding notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above prior to the Expiration Date; (ii) specify the name of the person who tendered the outstanding notes to be withdrawn; (iii) identify the outstanding notes to be withdrawn (including the principal amount of such outstanding notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such outstanding notes and the principal amount of outstanding notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such outstanding notes exchanged; (v) specify the name in which any such outstanding notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn outstanding notes promptly following receipt of notice of withdrawal. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

     Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of outstanding notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such outstanding notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described under the caption “The Exchange Offer —Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

     Neither the Company, any affiliate or assigns of the Company, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

     3. Beneficial Owner Instructions. Only a holder of outstanding notes (i.e., a person in whose name outstanding notes are registered on the books of the registrar or, or, in the case of outstanding notes held through book-entry, such book-entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of outstanding notes who wishes to accept the exchange offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

     4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) of the outstanding notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security position listing) without alteration, addition, enlargement or any change whatsoever.

     If any of the outstanding notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

17

     If a number of outstanding notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of outstanding notes.

     When this Letter of Transmittal is signed by the registered holder(s) of outstanding notes (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the outstanding notes listed or the exchange notes are to be issued, or any untendered outstanding notes are to be reissued, to a person other than the registered holder(s) of the outstanding notes, such outstanding notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the outstanding notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, submit proper evidence satisfactory to the Company, in its sole discretion, of such persons’ authority to so act.

     Endorsements on certificates for the outstanding notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

     Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless outstanding notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the person whose name appears on a security position listing of the book-entry transfer facility as the owner of the outstanding notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

     5. Special Registration and Delivery Instructions. Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the exchange notes and/or certificates for outstanding notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the outstanding notes by book-entry transfer may request that the outstanding notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate. See Box 4.

     If no such instructions are given, the exchange notes (and any outstanding notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

     6. Transfer Taxes. The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of the outstanding notes to it or its order pursuant to the exchange offer. If, however, the exchange notes are delivered to or issued in the name of a person other than the registered holder, if the exchange notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of outstanding notes to the Company or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

     Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the outstanding notes listed in this Letter of Transmittal.

18

     7. Waiver of Conditions. The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the exchange offer set forth in the Prospectus.

     8. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose outstanding notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

     9. No Conditional Tenders; No Notice of Irregularities. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their outstanding notes for exchange. The Company reserves the right, in its reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular outstanding notes. The Company’s interpretation of the terms and conditions of the exchange offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither the Company, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of outstanding notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any outstanding notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

     10. IRS Form W-9 and Form W-8. Each tendering holder must either (i) provide the Exchange Agent with a correct taxpayer identification number (“TIN”) (generally the holder’s social security or federal employer identification number), and certain other information, on Internal Revenue Service (“IRS”) Form W-9 (a substitute of which is provided herein), and certify, under penalty of perjury, that (a) such TIN is correct, (b) such holder is not subject to backup withholding, and (c) such holder is a United States person, or (ii) establish another basis for exemption from backup withholding. Certain holders are not subject to backup withholding. See the enclosed Substitute IRS Form W-9 for additional instructions. A foreign person (including a foreign corporation) may qualify as an exempt recipient by submitting to the Exchange Agent an appropriate IRS Form W-8, property completed and signed under penalties of perjury, attesting to that holder’s exempt status. IRS Forms W-8 can be obtained from the Exchange Agent or via the IRS website at www.irs.gov.

     11. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

     IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES FOR OUTSTANDING NOTES) OR CONFIRMATION OF BOOK-ENTRY TRANSFER (INCLUDING AN AGENT’S MESSAGE) AND ALL OTHER REQUIRED DOCUMENTS OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

19

IMPORTANT TAX INFORMATION

PURSUANT TO U.S. TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX MATTERS CONTAINED OR REFERRED TO IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN BY US TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; (B) THIS DISCUSSION IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) A TAXPAYER SHOULD SEEK ADVICE BASED ON ITS PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

     Under U.S. federal income tax law, a tendering holder whose outstanding notes are accepted for exchange may be subject to backup withholding (currently at a rate of 28%) unless the holder provides the Exchange Agent with either (i) such holder’s correct TIN on the Substitute Form W-9 attached hereto, certifying under penalties of perjury (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of outstanding notes is awaiting a TIN), (B) that the holder of outstanding notes is not subject to backup withholding because (x) such holder of outstanding notes is exempt from backup withholding, (y) such holder of outstanding notes has not been notified by the IRS that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the IRS has notified the holder of outstanding notes that he or she is no longer subject to backup withholding and (C) that the holder of outstanding notes is a “U.S. person” (including a U.S. resident alien) as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended; or (ii) an adequate basis for exemption from backup withholding. If such holder of outstanding notes is an individual, the TIN is such holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder of outstanding notes may also be subject to certain penalties imposed by the IRS and any reportable payments that are made to such holder may be subject to backup withholding (see below).

     Certain holders of outstanding notes (including, among others, all corporations and certain foreign holders) are not subject to these backup withholding and reporting requirements. However, exempt holders of outstanding notes should indicate their exempt status on the Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign holder to qualify as an exempt recipient, the holder must submit a Form W-8BEN (or other applicable Form W-8), signed under penalties of perjury, attesting to that holder’s exempt status. A Form W-8BEN (or other applicable Form W-8) can be obtained from the Exchange Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

     Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided the required information is timely furnished. The Exchange Agent cannot refund amounts withheld by reason of backup withholding.

     A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W-9 if the surrendering holder of outstanding notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of outstanding notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Exchange Agent will withhold 28% of all reportable payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the IRS. The holder of outstanding notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the outstanding notes. If the outstanding notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.

20

EX-99.2

Exhibit 99.2

LIFEPOINT HOSPITALS INC.

OFFER TO EXCHANGE

$400,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.625% SENIOR NOTES
DUE 2020, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 6.625% SENIOR
NOTES DUE 2020

, 2011

To Brokers, Dealers, Commercial Banks,
        Trust Companies and other Nominees:

     As described in the enclosed Prospectus, dated      , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), LifePoint Hospitals Inc. (the “Company”) is offering to exchange (the “exchange offer”) an aggregate principal amount of up to $400,000,000 of its 6.625% Senior Notes due 2020 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.625% Senior Notes due 2020 (the “outstanding notes”), in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the exchange notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the outstanding notes for which they may be exchanged pursuant to the exchange offer, except that the exchange notes are freely transferable by holders thereof. The outstanding notes are jointly and severally guaranteed on an unsecured senior basis by certain of the Company’s current and future domestic subsidiaries and the exchange notes will be jointly and severally guaranteed on an unsecured senior basis by certain of the Company’s current and future domestic subsidiaries. The Company will accept for exchange any and all outstanding notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the exchange offer is subject to certain conditions described in the Prospectus.

     WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

     Enclosed are copies of the following documents:

1.	The Prospectus;
2.	The Letter of Transmittal for your use in connection with the tender of outstanding notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);
3.	A form of Notice of Guaranteed Delivery; and
4.	A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold outstanding notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the exchange offer.

     Your prompt action is requested. Please note that the exchange offer will expire at 11:59 p.m., New York City time, on      , 2011 (the “Expiration Date”), unless the Company otherwise extends the exchange offer.

     To participate in the exchange offer, certificates for outstanding notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such outstanding notes into the account of The Bank of New York Mellon Trust Company, N.A. (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

     The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the outstanding notes pursuant to the exchange offer. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the outstanding notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

     If holders of the outstanding notes wish to tender, but it is impracticable for them to forward their outstanding notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

     Any inquiries you may have with respect to the exchange offer procedures should be addressed to the Exchange Agent at its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

LIFEPOINT HOSPITALS INC.
 

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

EX-99.3

Exhibit 99.3

LIFEPOINT HOSPITALS INC.

OFFER TO EXCHANGE

$400,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.625% SENIOR NOTES
DUE 2020, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 6.625% SENIOR
NOTES DUE 2020

, 2011

     To Our Clients:

     As described in the enclosed Prospectus, dated      , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), LifePoint Hospitals Inc. (the “Company”) is offering to exchange (the “exchange offer”) an aggregate principal amount of up to $400,000,000 of its 6.625% Senior Notes due 2020 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.625% Senior Notes due 2020 (the “outstanding notes”), in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and Letter of Transmittal. The terms of the exchange notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the outstanding notes for which they may be exchanged pursuant to the exchange offer, except that the exchange notes are freely transferable by holders thereof. The outstanding notes are jointly and severally guaranteed on an unsecured senior basis by certain of the Company’s current and future domestic subsidiaries and the exchange notes will be jointly and severally guaranteed on an unsecured senior basis by certain of the Company’s current and future domestic subsidiaries. The Company will accept for exchange any and all outstanding notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the exchange offer is subject to certain conditions described in the Prospectus.

     PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON         , 2011 (THE “EXPIRATION DATE”), UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER.

     The enclosed materials are being forwarded to you as the beneficial owner of the outstanding notes held by us for your account but not registered in your name. A tender of such outstanding notes may only be made by us or our nominee as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their outstanding notes in the exchange offer.

     Accordingly, we request instructions as to whether you wish to tender any or all such outstanding notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your outstanding notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your outstanding notes.

     The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender outstanding notes held by us and registered in our name or in the name of our nominee for your account or benefit.

     If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the outstanding notes on your account.

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

     The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated      , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer by LifePoint Hospitals Inc. to exchange (the “exchange offer”) an aggregate principal amount of up to $400,000,000 of its 6.625% Senior Notes due 2020 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 6.625% Senior Notes due 2020 (the “outstanding notes”), in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions in the enclosed Prospectus and Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

     This will instruct you, the registered holder, to tender the principal amount of the outstanding notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount Held
for Account Holder(s) Principal Amount to be Tendered*

* Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered. The minimum permitted tender is $2,000 in principal amount. All tenders must be in the amount of $2,000 or in integral multiples of $1,000 in excess thereof; provided that any untendered portion of an outstanding note must be in a minimum denomination of $2,000.

     If the undersigned instructs you to tender the outstanding notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the outstanding notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or the guarantors, (ii) 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 exchange notes, (iii) is acquiring the exchange notes in the ordinary course of its business and (iv) is not a broker-dealer tendering outstanding notes acquired for its own account directly from the Company. If a holder of the outstanding notes is an affiliate of the Company or the guarantors, is not acquiring the exchange notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the exchange notes or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

 

SIGN HERE

Dated: ______________, 2011

Signature(s):

Print Name(s):

Address:
	(Please include Zip Code)

Telephone Number:
	(Please include Area Code)

Tax Identification Number or Social Security Number:

My Account Number With You:

EX-99.4

Exhibit 99.4

LIFEPOINT HOSPITALS INC.

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

$400,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.625% SENIOR NOTES DUE 2020, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 6.625%
SENIOR NOTES DUE 2020

, 2011

     This form, or one substantially equivalent hereto, must be used to accept the exchange offer made by LifePoint Hospitals Inc., a Delaware corporation (the “Company”), pursuant to the Prospectus, dated      , 2011 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), if the certificates for the outstanding notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 11:59 p.m., New York City time, on the Expiration Date of the exchange offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Mellon Trust Company, N.S. (the “Exchange Agent”) as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By Mail, Hand or Courier

The Bank of New York Mellon Corporation
Corporate Trust — Reorganization Unit
480 Washington Boulevard, 27^th Floor
Jersey City, New Jersey 07310
Attn: David Mauer — Processor

By Facsimile Transmission
(eligible institutions only):

(212) 298-1915

Telephone Inquiries:

(212) 815-3687

     DELIVERY OF THIS 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 Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

     Ladies and Gentlemen:

     Upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of outstanding notes indicated below, pursuant to the

guaranteed delivery procedures described in “The Exchange Offer —Guaranteed Delivery Procedures” section of the Prospectus.

	Aggregate Principal
	Amount	Aggregate Principal
Certificate Number(s) (if known) of Outstanding Notes	Represented by	Amount of Outstanding
or Account Number at Book-Entry Transfer Facility	Outstanding Notes	Notes Being Tendered

 

PLEASE COMPLETE AND SIGN

(Signature(s) of Record Holder(s))

(Please Type or Print Name(s) of Record Holder(s))

Dated:                                , 2011

Address:

(Zip Code)

(Daytime Area Code and Telephone No.)

o Check this Box if the outstanding notes will be delivered by book-entry transfer to The Depository Trust Company.

Account Number:

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

2 

 

GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

     The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the outstanding notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those outstanding notes complies with Rule 14e-4 under the Exchange Act and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered outstanding notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the outstanding notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees or an Agent’s Message in lieu thereof, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm:

(Authorized Signature)

Address:

(Zip Code)

Area Code and Tel. No.:

Name:

(Please Type or Print)

Title:

Dated:                                                          , 2011

NOTE:  DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3 

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

     1. Delivery of this Notice of Guaranteed Delivery.

     A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the exchange offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No notice of Guaranteed Delivery should be sent to the Company.

     2. Signatures on this Notice of Guaranteed Delivery.

     If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the outstanding notes referred to herein, the signatures must correspond with the name(s) written on the face of the outstanding notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any outstanding notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the outstanding notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

     3. Questions and Requests for Assistance or Additional Copies.

     Questions and requests for assistance with respect to exchange offer procedures and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

4