0001047469-15-001410.txt : 20150227 0001047469-15-001410.hdr.sgml : 20150227 20150227163155 ACCESSION NUMBER: 0001047469-15-001410 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 26 FILED AS OF DATE: 20150227 DATE AS OF CHANGE: 20150227 EFFECTIVENESS DATE: 20150227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZONE INC CENTRAL INDEX KEY: 0001370478 IRS NUMBER: 621698438 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-01 FILM NUMBER: 15659347 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLP Partner Conemaugh, LLC CENTRAL INDEX KEY: 0001630825 IRS NUMBER: 471854798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-07 FILM NUMBER: 15659354 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Western Plains Regional Hospital, LLC CENTRAL INDEX KEY: 0001515950 IRS NUMBER: 621762592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-12 FILM NUMBER: 15659360 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THM Physician Practice, LLC CENTRAL INDEX KEY: 0001515931 IRS NUMBER: 621762591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-20 FILM NUMBER: 15659368 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southern Tennessee PHO, LLC CENTRAL INDEX KEY: 0001515919 IRS NUMBER: 621824632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-31 FILM NUMBER: 15659379 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Somerset Surgery Partner, LLC CENTRAL INDEX KEY: 0001515878 IRS NUMBER: 621864098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-34 FILM NUMBER: 15659382 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riverview Medical Center, LLC CENTRAL INDEX KEY: 0001515954 IRS NUMBER: 621762469 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-42 FILM NUMBER: 15659390 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riverton Oncology Practice, LLC CENTRAL INDEX KEY: 0001515952 IRS NUMBER: 263839861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-44 FILM NUMBER: 15659392 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Principal-Needles, Inc. CENTRAL INDEX KEY: 0001515913 IRS NUMBER: 621694530 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-56 FILM NUMBER: 15659405 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Principal Knox, L.L.C CENTRAL INDEX KEY: 0001515911 IRS NUMBER: 621763056 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-58 FILM NUMBER: 15659407 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Tennessee, Inc. CENTRAL INDEX KEY: 0001515903 IRS NUMBER: 621780282 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-67 FILM NUMBER: 15659416 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Martinsville, Inc. CENTRAL INDEX KEY: 0001515862 IRS NUMBER: 043597974 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-75 FILM NUMBER: 15659424 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Los Alamos, Inc. CENTRAL INDEX KEY: 0001515866 IRS NUMBER: 030390794 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-77 FILM NUMBER: 15659426 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Fort Mohave, Inc. CENTRAL INDEX KEY: 0001515836 IRS NUMBER: 320063628 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-84 FILM NUMBER: 15659433 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC Hospitals, LLC CENTRAL INDEX KEY: 0001517167 IRS NUMBER: 621868383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-92 FILM NUMBER: 15659442 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NWMC - Winfield Hospitalist Physicians, LLC CENTRAL INDEX KEY: 0001608635 IRS NUMBER: 453961618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-101 FILM NUMBER: 15659450 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001063637 IRS NUMBER: 621692446 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-108 FILM NUMBER: 15659457 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Memorial Prompt Care, LLC CENTRAL INDEX KEY: 0001608639 IRS NUMBER: 454282042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-110 FILM NUMBER: 15659459 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Logan General Hospital, LLC CENTRAL INDEX KEY: 0001515312 IRS NUMBER: 050539357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-121 FILM NUMBER: 15659470 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LifePoint of Lake Cumberland, LLC CENTRAL INDEX KEY: 0001515308 IRS NUMBER: 621828844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-126 FILM NUMBER: 15659475 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT CSLP LLC CENTRAL INDEX KEY: 0001090562 IRS NUMBER: 621779574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-133 FILM NUMBER: 15659482 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Las Cruces Endoscopy Partner, LLC CENTRAL INDEX KEY: 0001608640 IRS NUMBER: 800716842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-142 FILM NUMBER: 15659491 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lakeland Community Hospital, LLC CENTRAL INDEX KEY: 0001515291 IRS NUMBER: 300109979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-147 FILM NUMBER: 15659496 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lake Cumberland Regional Hospital, LLC CENTRAL INDEX KEY: 0001515290 IRS NUMBER: 621757920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-149 FILM NUMBER: 15659498 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HTI PineLake, LLC CENTRAL INDEX KEY: 0001515375 IRS NUMBER: 621773816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-161 FILM NUMBER: 15659510 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HDP GEORGETOWN LLC CENTRAL INDEX KEY: 0001090609 IRS NUMBER: 621765716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-167 FILM NUMBER: 15659516 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALSTEAD HOSPITAL LLC CENTRAL INDEX KEY: 0001090612 IRS NUMBER: 621754937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-170 FILM NUMBER: 15659519 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dodge City Healthcare Group LLC CENTRAL INDEX KEY: 0001444423 IRS NUMBER: 611275266 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-176 FILM NUMBER: 15659525 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: Brentwood STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Community-Based Services, LLC CENTRAL INDEX KEY: 0001515273 IRS NUMBER: 263341700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-188 FILM NUMBER: 15659537 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY HOSPITAL OF ANDALUSIA INC CENTRAL INDEX KEY: 0001090977 IRS NUMBER: 621081822 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-190 FILM NUMBER: 15659539 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clinch Valley Urology, LLC CENTRAL INDEX KEY: 0001515270 IRS NUMBER: 200376229 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-192 FILM NUMBER: 15659541 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLEVIEW MEDICAL LLC CENTRAL INDEX KEY: 0001090545 IRS NUMBER: 621769739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-199 FILM NUMBER: 15659548 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIM HOSPITALS INC CENTRAL INDEX KEY: 0001063632 IRS NUMBER: 930880990 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-203 FILM NUMBER: 15659552 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bolivar Physician Practices, LLC CENTRAL INDEX KEY: 0001515264 IRS NUMBER: 263042884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-206 FILM NUMBER: 15659555 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Athens Physicians Practice, LLC CENTRAL INDEX KEY: 0001515211 IRS NUMBER: 621867833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-215 FILM NUMBER: 15659564 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG LOGAN LLC CENTRAL INDEX KEY: 0001090555 IRS NUMBER: 621763649 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-222 FILM NUMBER: 15659571 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Two Rivers Physician Practices, LLC CENTRAL INDEX KEY: 0001630813 IRS NUMBER: 364796940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-02 FILM NUMBER: 15659349 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nason Physician Practices, LLC CENTRAL INDEX KEY: 0001630785 IRS NUMBER: 472553258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-04 FILM NUMBER: 15659351 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wythe County Physician Practices, LLC CENTRAL INDEX KEY: 0001515882 IRS NUMBER: 203230510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-08 FILM NUMBER: 15659355 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Western Plains Physician Practices, LLC CENTRAL INDEX KEY: 0001515949 IRS NUMBER: 208179824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-13 FILM NUMBER: 15659361 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trousdale Medical Center, LLC CENTRAL INDEX KEY: 0001515932 IRS NUMBER: 272618876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-19 FILM NUMBER: 15659367 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sumner Regional Medical Center, LLC CENTRAL INDEX KEY: 0001515929 IRS NUMBER: 272618766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-23 FILM NUMBER: 15659371 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: Summer Regional Medical Center, LLC DATE OF NAME CHANGE: 20110318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Springhill Medical Center, LLC CENTRAL INDEX KEY: 0001515922 IRS NUMBER: 621754936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-28 FILM NUMBER: 15659376 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southern Tennessee EMS, LLC CENTRAL INDEX KEY: 0001515917 IRS NUMBER: 621763622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-33 FILM NUMBER: 15659381 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Selma Diagnostic Imaging, LLC CENTRAL INDEX KEY: 0001515884 IRS NUMBER: 375437945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-37 FILM NUMBER: 15659385 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SELECT HEALTHCARE LLC CENTRAL INDEX KEY: 0001090584 IRS NUMBER: 621763632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-38 FILM NUMBER: 15659386 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riverton Memorial Hospital, LLC CENTRAL INDEX KEY: 0001515951 IRS NUMBER: 621762468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-45 FILM NUMBER: 15659393 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Raleigh General Hospital, LLC CENTRAL INDEX KEY: 0001515942 IRS NUMBER: 550261260 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-50 FILM NUMBER: 15659399 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVINCE HEALTHCARE CO CENTRAL INDEX KEY: 0001044942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 621710772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-55 FILM NUMBER: 15659404 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37207 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Principal Hospital Co of Nevada, Inc. CENTRAL INDEX KEY: 0001515910 IRS NUMBER: 621691358 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-59 FILM NUMBER: 15659408 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRHC-Ennis G.P., Inc. CENTRAL INDEX KEY: 0001515908 IRS NUMBER: 621789403 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-61 FILM NUMBER: 15659410 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PineLake Physician Practice, LLC CENTRAL INDEX KEY: 0001515904 IRS NUMBER: 621762582 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-66 FILM NUMBER: 15659415 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Minden G.P., Inc. CENTRAL INDEX KEY: 0001515861 IRS NUMBER: 621789341 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-74 FILM NUMBER: 15659423 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Lake Havasu, Inc. CENTRAL INDEX KEY: 0001515869 IRS NUMBER: 621735358 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-80 FILM NUMBER: 15659429 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Indiana, Inc. CENTRAL INDEX KEY: 0001515838 IRS NUMBER: 621868157 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-82 FILM NUMBER: 15659431 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Cleveland, Inc. CENTRAL INDEX KEY: 0001515833 IRS NUMBER: 621812558 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-87 FILM NUMBER: 15659437 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-70000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Belle Glade, Inc. CENTRAL INDEX KEY: 0001515829 IRS NUMBER: 621769465 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-89 FILM NUMBER: 15659439 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NWMC-Winfield Physician Practices, LLC CENTRAL INDEX KEY: 0001517162 IRS NUMBER: 431978895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-100 FILM NUMBER: 15659449 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northwest Medical Center-Winfield, LLC CENTRAL INDEX KEY: 0001517161 IRS NUMBER: 300109981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-104 FILM NUMBER: 15659453 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Northeastern Nevada Physician Practices, LLC CENTRAL INDEX KEY: 0001517160 IRS NUMBER: 263632448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-105 FILM NUMBER: 15659454 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC CENTRAL INDEX KEY: 0001515989 IRS NUMBER: 203217713 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-111 FILM NUMBER: 15659460 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Los Alamos Physician Practices, LLC CENTRAL INDEX KEY: 0001515996 IRS NUMBER: 204206739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-116 FILM NUMBER: 15659465 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIVINGSTON REGIONAL HOSPITAL LLC CENTRAL INDEX KEY: 0001090570 IRS NUMBER: 621762419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-122 FILM NUMBER: 15659471 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LifePoint VA Holdings, Inc CENTRAL INDEX KEY: 0001515309 IRS NUMBER: 203140383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-124 FILM NUMBER: 15659473 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT OF KENTUCKY LLC CENTRAL INDEX KEY: 0001090569 IRS NUMBER: 621778730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-127 FILM NUMBER: 15659476 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT HOLDINGS 2 LLC CENTRAL INDEX KEY: 0001090565 IRS NUMBER: 621778733 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-132 FILM NUMBER: 15659481 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LifePoint Acquisition Corp. CENTRAL INDEX KEY: 0001515305 IRS NUMBER: 203140257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-137 FILM NUMBER: 15659486 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR SURGERY CENTER LP CENTRAL INDEX KEY: 0001280834 IRS NUMBER: 270070041 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-145 FILM NUMBER: 15659494 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lake Cumberland Physician Practices, LLC CENTRAL INDEX KEY: 0001515289 IRS NUMBER: 208016687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-150 FILM NUMBER: 15659499 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lake Cumberland Cardiology Associates, LLC CENTRAL INDEX KEY: 0001515288 IRS NUMBER: 270710002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-151 FILM NUMBER: 15659500 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY MEDSERV LLC CENTRAL INDEX KEY: 0001090601 IRS NUMBER: 621772269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-154 FILM NUMBER: 15659503 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSCGP LLC CENTRAL INDEX KEY: 0001090561 IRS NUMBER: 621779575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-160 FILM NUMBER: 15659509 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: LIFEPOINT CSGP LLC DATE OF NAME CHANGE: 19990714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HTI Georgetown, LLC CENTRAL INDEX KEY: 0001515374 IRS NUMBER: 621773817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-162 FILM NUMBER: 15659511 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HDP ANDALUSIA LLC CENTRAL INDEX KEY: 0001090610 IRS NUMBER: 621765720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-168 FILM NUMBER: 15659517 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Georgetown Community Hospital, LLC CENTRAL INDEX KEY: 0001515287 IRS NUMBER: 621757921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-173 FILM NUMBER: 15659522 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Danville Regional Medical Center School of Health Professions, LLC CENTRAL INDEX KEY: 0001515284 IRS NUMBER: 203011031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-177 FILM NUMBER: 15659526 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLP Partner Twin County, LLC CENTRAL INDEX KEY: 0001608643 IRS NUMBER: 465007044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-182 FILM NUMBER: 15659531 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLP Partner MedWest, LLC CENTRAL INDEX KEY: 0001608644 IRS NUMBER: 465007044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-183 FILM NUMBER: 15659532 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clinch Valley Pulmonology, LLC CENTRAL INDEX KEY: 0001515269 IRS NUMBER: 200467493 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-193 FILM NUMBER: 15659542 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clinch Valley Medical Center, Inc. CENTRAL INDEX KEY: 0001515268 IRS NUMBER: 541058953 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-195 FILM NUMBER: 15659544 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES LLC CENTRAL INDEX KEY: 0001090976 IRS NUMBER: 611303441 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-202 FILM NUMBER: 15659551 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bell Physician Practices, Inc. CENTRAL INDEX KEY: 0001608657 IRS NUMBER: 800936558 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-207 FILM NUMBER: 15659556 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bartow Memorial Ltd Partner, LLC CENTRAL INDEX KEY: 0001515263 IRS NUMBER: 522199107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-209 FILM NUMBER: 15659558 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Athens Regional Medical Center, LLC CENTRAL INDEX KEY: 0001515210 IRS NUMBER: 621866028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-214 FILM NUMBER: 15659563 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ashland Physician Services, LLC CENTRAL INDEX KEY: 0001515212 IRS NUMBER: 753165439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-218 FILM NUMBER: 15659567 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG CROCKETT LLC CENTRAL INDEX KEY: 0001090560 IRS NUMBER: 621763656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-225 FILM NUMBER: 15659574 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Acquisition Bell Hospital, LLC CENTRAL INDEX KEY: 0001608836 IRS NUMBER: 800935981 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-227 FILM NUMBER: 15659576 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Piedmont Partner, LLC CENTRAL INDEX KEY: 0001630815 IRS NUMBER: 472592255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-03 FILM NUMBER: 15659350 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Texas Specialty Physicians CENTRAL INDEX KEY: 0001515930 IRS NUMBER: 262477205 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-22 FILM NUMBER: 15659370 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spring View Physician Practices, LLC CENTRAL INDEX KEY: 0001515921 IRS NUMBER: 204302480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-29 FILM NUMBER: 15659377 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Russellville Physician Practices, LLC CENTRAL INDEX KEY: 0001515958 IRS NUMBER: 200454003 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-39 FILM NUMBER: 15659387 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: River Parishes Partner, LLC CENTRAL INDEX KEY: 0001515945 IRS NUMBER: 202502853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-47 FILM NUMBER: 15659395 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Poitras Practice, LLC CENTRAL INDEX KEY: 0001515906 IRS NUMBER: 621762586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-64 FILM NUMBER: 15659413 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Doctors' Hospital, Inc. CENTRAL INDEX KEY: 0001515834 IRS NUMBER: 621779010 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-86 FILM NUMBER: 15659435 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Aviation, Inc. CENTRAL INDEX KEY: 0001515831 IRS NUMBER: 010553855 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-90 FILM NUMBER: 15659440 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Opelousas Imaging Center Partner, LLC CENTRAL INDEX KEY: 0001517163 IRS NUMBER: 202882362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-97 FILM NUMBER: 15659447 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Meadowview Regional Medical Center, LLC CENTRAL INDEX KEY: 0001515994 IRS NUMBER: 621757929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-113 FILM NUMBER: 15659462 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LifePoint WV Holdings, Inc. CENTRAL INDEX KEY: 0001515310 IRS NUMBER: 203140329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-123 FILM NUMBER: 15659472 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LHSC, LLC CENTRAL INDEX KEY: 0001515304 IRS NUMBER: 621778111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-138 FILM NUMBER: 15659487 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lander Valley Physician Practices, LLC CENTRAL INDEX KEY: 0001515300 IRS NUMBER: 200186252 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-144 FILM NUMBER: 15659493 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY HOSPITAL LLC CENTRAL INDEX KEY: 0001090605 IRS NUMBER: 621772321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-155 FILM NUMBER: 15659504 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILLSIDE HOSPITAL LLC CENTRAL INDEX KEY: 0001090608 IRS NUMBER: 621762382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-166 FILM NUMBER: 15659515 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGETOWN REHABILITATION LLC CENTRAL INDEX KEY: 0001090540 IRS NUMBER: 621763818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-172 FILM NUMBER: 15659521 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Crockett PHO, LLC CENTRAL INDEX KEY: 0001515281 IRS NUMBER: 621824633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-186 FILM NUMBER: 15659535 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARE HEALTH CO INC CENTRAL INDEX KEY: 0001063649 IRS NUMBER: 931568998 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-201 FILM NUMBER: 15659550 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bell JV, LLC CENTRAL INDEX KEY: 0001608682 IRS NUMBER: 464457457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-208 FILM NUMBER: 15659557 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Barrow Medical Center, LLC CENTRAL INDEX KEY: 0001515209 IRS NUMBER: 621762529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-212 FILM NUMBER: 15659561 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT HOSPITALS, INC. CENTRAL INDEX KEY: 0001301611 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 201538254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368 FILM NUMBER: 15659346 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7600 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: Lakers Holding Corp. DATE OF NAME CHANGE: 20040826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LifePoint PSO, LLC CENTRAL INDEX KEY: 0001630789 IRS NUMBER: 472393318 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-06 FILM NUMBER: 15659353 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Woodford Hospital, LLC CENTRAL INDEX KEY: 0001515879 IRS NUMBER: 522260534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-11 FILM NUMBER: 15659359 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRI Center of Northwest Alabama, LLC CENTRAL INDEX KEY: 0001515926 IRS NUMBER: 202082277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-21 FILM NUMBER: 15659369 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Starke Physician Practices, LLC CENTRAL INDEX KEY: 0001515923 IRS NUMBER: 208724378 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-26 FILM NUMBER: 15659374 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH COUNTY MEMORIAL HOSPITAL LLC CENTRAL INDEX KEY: 0001090586 IRS NUMBER: 621762490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-35 FILM NUMBER: 15659383 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Russellville Hospital, LLC CENTRAL INDEX KEY: 0001515957 IRS NUMBER: 030464224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-40 FILM NUMBER: 15659388 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riverton Physician Practices, LLC CENTRAL INDEX KEY: 0001515953 IRS NUMBER: 621763635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-43 FILM NUMBER: 15659391 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Putnam Community Medical Center, LLC CENTRAL INDEX KEY: 0001515915 IRS NUMBER: 621818453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-53 FILM NUMBER: 15659402 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Portage Partner, LLC CENTRAL INDEX KEY: 0001610810 IRS NUMBER: 320414331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-63 FILM NUMBER: 15659412 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Morgan City, L.P CENTRAL INDEX KEY: 0001515859 IRS NUMBER: 621865278 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-72 FILM NUMBER: 15659421 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Las Cruces, Inc. CENTRAL INDEX KEY: 0001515867 IRS NUMBER: 270085482 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-78 FILM NUMBER: 15659427 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Ashland, L.P. CENTRAL INDEX KEY: 0001515830 IRS NUMBER: 621852338 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-91 FILM NUMBER: 15659441 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NWMC - Winfield Anesthesia Physicians, LLC CENTRAL INDEX KEY: 0001608636 IRS NUMBER: 453961524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-102 FILM NUMBER: 15659451 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mexia-Principal, Inc. CENTRAL INDEX KEY: 0001515988 IRS NUMBER: 621691355 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-107 FILM NUMBER: 15659456 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Meadowview Rights, LLC CENTRAL INDEX KEY: 0001515990 IRS NUMBER: 621766337 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-112 FILM NUMBER: 15659461 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Logan Healthcare Partner, LLC CENTRAL INDEX KEY: 0001515313 IRS NUMBER: 200086245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-120 FILM NUMBER: 15659469 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT RC INC CENTRAL INDEX KEY: 0001090973 IRS NUMBER: 621761942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-125 FILM NUMBER: 15659474 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LifePoint Asset Management Company, Inc. CENTRAL INDEX KEY: 0001516302 IRS NUMBER: 752972602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-136 FILM NUMBER: 15659485 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL ORGANIZATION LLC CENTRAL INDEX KEY: 0001097702 IRS NUMBER: 522183772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-148 FILM NUMBER: 15659497 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY MSO LLC CENTRAL INDEX KEY: 0001090602 IRS NUMBER: 621772269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-153 FILM NUMBER: 15659502 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED PHYSICIAN SERVICES LLC CENTRAL INDEX KEY: 0001090606 IRS NUMBER: 621762579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-158 FILM NUMBER: 15659507 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCK LOGAN MEMORIAL LLC CENTRAL INDEX KEY: 0001090611 IRS NUMBER: 621766919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-169 FILM NUMBER: 15659518 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DODGE CITY HEALTHCARE PARTNER INC CENTRAL INDEX KEY: 0001090978 IRS NUMBER: 611275266 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-175 FILM NUMBER: 15659524 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Colorado Plains Physician Practices, LLC CENTRAL INDEX KEY: 0001515271 IRS NUMBER: 203730510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-191 FILM NUMBER: 15659540 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clinch Professional Physician Services, LLC CENTRAL INDEX KEY: 0001515266 IRS NUMBER: 208484894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-196 FILM NUMBER: 15659545 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOURBON COMMUNITY HOSPITAL LLC CENTRAL INDEX KEY: 0001090547 IRS NUMBER: 621757924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-205 FILM NUMBER: 15659554 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: NASHVILLE STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: NASHVILLE STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bartow General Partner, LLC CENTRAL INDEX KEY: 0001515214 IRS NUMBER: 200526928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-211 FILM NUMBER: 15659560 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ashley Valley Physician Practice, LLC CENTRAL INDEX KEY: 0001515215 IRS NUMBER: 621762570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-216 FILM NUMBER: 15659565 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: River Parishes Holdings, LLC CENTRAL INDEX KEY: 0001515943 IRS NUMBER: 202468681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-49 FILM NUMBER: 15659397 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Opelousas, L.P CENTRAL INDEX KEY: 0001515857 IRS NUMBER: 621779008 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-70 FILM NUMBER: 15659419 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mercy Physician Practices, LLC CENTRAL INDEX KEY: 0001515936 IRS NUMBER: 208620112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-109 FILM NUMBER: 15659458 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: Ville Platte Physician Practices, LLC DATE OF NAME CHANGE: 20110318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Meadowview Physician Practice, LLC CENTRAL INDEX KEY: 0001516000 IRS NUMBER: 621762581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-114 FILM NUMBER: 15659463 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: Meadowview Physician Practices, LLC DATE OF NAME CHANGE: 20110318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Las Cruces Cardiology Group, LLC CENTRAL INDEX KEY: 0001608775 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-143 FILM NUMBER: 15659492 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLEVIEW PHYSICIAN PRACTICE LLC CENTRAL INDEX KEY: 0001090544 IRS NUMBER: 621762573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-198 FILM NUMBER: 15659547 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Lakewood, Inc. CENTRAL INDEX KEY: 0001515868 IRS NUMBER: 621864994 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-79 FILM NUMBER: 15659428 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSC Manager, LLC CENTRAL INDEX KEY: 0001515376 IRS NUMBER: 271974414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-159 FILM NUMBER: 15659508 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: Hurricane Healthcare Partner, LLC DATE OF NAME CHANGE: 20110315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Principal Knox, L.P. CENTRAL INDEX KEY: 0001515912 IRS NUMBER: 621763056 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-57 FILM NUMBER: 15659406 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SST Community Health, L.L.C. CENTRAL INDEX KEY: 0001608634 IRS NUMBER: 621835614 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-27 FILM NUMBER: 15659375 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R. Kendall Brown Practice, LLC CENTRAL INDEX KEY: 0001515941 IRS NUMBER: 621762590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-51 FILM NUMBER: 15659400 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Minden, L.P. CENTRAL INDEX KEY: 0001515860 IRS NUMBER: 621789340 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-73 FILM NUMBER: 15659422 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Knox, Inc. CENTRAL INDEX KEY: 0001515870 IRS NUMBER: 621769067 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-81 FILM NUMBER: 15659430 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Norton Partner, LLC CENTRAL INDEX KEY: 0001608637 IRS NUMBER: 900870496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-103 FILM NUMBER: 15659452 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Logan Medical, LLC CENTRAL INDEX KEY: 0001515999 IRS NUMBER: 621772319 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-119 FILM NUMBER: 15659468 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HRMC, LLC CENTRAL INDEX KEY: 0001515373 IRS NUMBER: 753143244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-164 FILM NUMBER: 15659513 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLP Partner Marquette, LLC CENTRAL INDEX KEY: 0001608645 IRS NUMBER: 900869753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-184 FILM NUMBER: 15659533 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clark Regional Physician Practices, LLC CENTRAL INDEX KEY: 0001608653 IRS NUMBER: 455484391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-197 FILM NUMBER: 15659546 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASHLEY VALLEY MEDICAL CENTER LLC CENTRAL INDEX KEY: 0001090551 IRS NUMBER: 621762532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-217 FILM NUMBER: 15659566 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Southern Tennessee Medical Center, LLC CENTRAL INDEX KEY: 0001515918 IRS NUMBER: 621762535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-32 FILM NUMBER: 15659380 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: River Parishes Physician Practices, LLC CENTRAL INDEX KEY: 0001515946 IRS NUMBER: 201227403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-46 FILM NUMBER: 15659394 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Elko, Inc. CENTRAL INDEX KEY: 0001515835 IRS NUMBER: 621740235 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-85 FILM NUMBER: 15659434 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OmniPoint Surgical Associates, LLC CENTRAL INDEX KEY: 0001090559 IRS NUMBER: 621763655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-98 FILM NUMBER: 15659448 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: AMG HILCREST LLC DATE OF NAME CHANGE: 19990804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Logan Memorial Hospital, LLC CENTRAL INDEX KEY: 0001515998 IRS NUMBER: 621757917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-118 FILM NUMBER: 15659467 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LifePoint Corporate Services, General Partnership CENTRAL INDEX KEY: 0001515307 IRS NUMBER: 621779581 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-134 FILM NUMBER: 15659483 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: LifePoint Corporate Services General Partnership DATE OF NAME CHANGE: 20110314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HISTORIC LIFEPOINT HOSPITALS, INC CENTRAL INDEX KEY: 0001074772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 522165845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-165 FILM NUMBER: 15659514 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: LIFEPOINT HOSPITALS INC DATE OF NAME CHANGE: 19990427 FORMER COMPANY: FORMER CONFORMED NAME: LIFEPOINT HOSPITALS LLC DATE OF NAME CHANGE: 19981207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Guyan Valley Hospital, LLC CENTRAL INDEX KEY: 0001515372 IRS NUMBER: 050539350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-171 FILM NUMBER: 15659520 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bourbon Physician Practice, LLC CENTRAL INDEX KEY: 0001515265 IRS NUMBER: 621824637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-204 FILM NUMBER: 15659553 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG TRINITY LLC CENTRAL INDEX KEY: 0001090552 IRS NUMBER: 621763642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-220 FILM NUMBER: 15659569 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-700 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ville Platte Medical Center, LLC CENTRAL INDEX KEY: 0001515935 IRS NUMBER: 621868757 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-15 FILM NUMBER: 15659363 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Putnam Ambulatory Surgery Center, LLC CENTRAL INDEX KEY: 0001515914 IRS NUMBER: 202082396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-54 FILM NUMBER: 15659403 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Morgan Lake, Inc. CENTRAL INDEX KEY: 0001515858 IRS NUMBER: 621870304 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-71 FILM NUMBER: 15659420 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY PHYSICIANS SERVICES INC CENTRAL INDEX KEY: 0001090971 IRS NUMBER: 621752492 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-152 FILM NUMBER: 15659501 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clinch Valley Physicians Associates, LLC CENTRAL INDEX KEY: 0001515267 IRS NUMBER: 342051378 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-194 FILM NUMBER: 15659543 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: Clinch Valley Endocrinology, LLC DATE OF NAME CHANGE: 20110314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spring View Hospital, LLC CENTRAL INDEX KEY: 0001515920 IRS NUMBER: 200155414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-30 FILM NUMBER: 15659378 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: River Parishes Hospital, LLC CENTRAL INDEX KEY: 0001515944 IRS NUMBER: 200959379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-48 FILM NUMBER: 15659396 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Fort Morgan, Inc. CENTRAL INDEX KEY: 0001515837 IRS NUMBER: 270113173 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-83 FILM NUMBER: 15659432 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT MEDICAL GROUP HILLSIDE INC CENTRAL INDEX KEY: 0001090595 IRS NUMBER: 621720394 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-130 FILM NUMBER: 15659479 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Las Cruces Physician Practices, LLC CENTRAL INDEX KEY: 0001515301 IRS NUMBER: 204736578 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-141 FILM NUMBER: 15659490 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Danville Diagnostic Imaging Center, LLC CENTRAL INDEX KEY: 0001515282 IRS NUMBER: 202999605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-180 FILM NUMBER: 15659529 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS HEALTHCARE MANAGEMENT CO INC CENTRAL INDEX KEY: 0001090979 IRS NUMBER: 742849927 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-157 FILM NUMBER: 15659506 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: America Management Companies, LLC CENTRAL INDEX KEY: 0001515208 IRS NUMBER: 621763639 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-226 FILM NUMBER: 15659575 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: (615) 920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Valley View Physician Practices, LLC CENTRAL INDEX KEY: 0001515933 IRS NUMBER: 264227573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-17 FILM NUMBER: 15659365 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRHC-Alabama, LLC CENTRAL INDEX KEY: 0001515907 IRS NUMBER: 621867696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-62 FILM NUMBER: 15659411 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Charlestown, L.P. CENTRAL INDEX KEY: 0001515832 IRS NUMBER: 621867863 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-88 FILM NUMBER: 15659438 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT OF GEORGIA LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001090567 IRS NUMBER: 621778162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-128 FILM NUMBER: 15659477 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bartow Healthcare System, Ltd. CENTRAL INDEX KEY: 0001515262 IRS NUMBER: 621644567 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-210 FILM NUMBER: 15659559 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wythe County Community Hospital, LLC CENTRAL INDEX KEY: 0001515881 IRS NUMBER: 202468795 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-09 FILM NUMBER: 15659356 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riverview Physician Practices, LLC CENTRAL INDEX KEY: 0001611095 IRS NUMBER: 453853399 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-41 FILM NUMBER: 15659389 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Louisiana, Inc. CENTRAL INDEX KEY: 0001515863 IRS NUMBER: 621779009 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-76 FILM NUMBER: 15659425 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Palestine-Principal G.P., Inc. CENTRAL INDEX KEY: 0001517166 IRS NUMBER: 621742220 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-93 FILM NUMBER: 15659443 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT OF GAGP LLC CENTRAL INDEX KEY: 0001090568 IRS NUMBER: 621778160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-129 FILM NUMBER: 15659478 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Danville Regional Medical Center, LLC CENTRAL INDEX KEY: 0001515285 IRS NUMBER: 202028539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-178 FILM NUMBER: 15659527 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Athens Surgery Center Partner, LLC CENTRAL INDEX KEY: 0001608835 IRS NUMBER: 455199555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-213 FILM NUMBER: 15659562 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILETCHNIK PRACTICE LLC CENTRAL INDEX KEY: 0001090585 IRS NUMBER: 621762275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-36 FILM NUMBER: 15659384 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Minden Physician Practices, LLC CENTRAL INDEX KEY: 0001517159 IRS NUMBER: 270151827 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-106 FILM NUMBER: 15659455 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Danville Physician Practices, LLC CENTRAL INDEX KEY: 0001515283 IRS NUMBER: 202999870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-179 FILM NUMBER: 15659528 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vaughan Physician Practices, LLC CENTRAL INDEX KEY: 0001515934 IRS NUMBER: 205831435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-16 FILM NUMBER: 15659364 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Martinsville Physician Practices, LLC CENTRAL INDEX KEY: 0001515995 IRS NUMBER: 204277914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-115 FILM NUMBER: 15659464 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HST PHYSICIAN PRACTICE LLC CENTRAL INDEX KEY: 0001090607 IRS NUMBER: 621762577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-163 FILM NUMBER: 15659512 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG SOUTHERN TENNESSEE LLC CENTRAL INDEX KEY: 0001090554 IRS NUMBER: 621763648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-221 FILM NUMBER: 15659570 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Woods Memorial Hospital, LLC CENTRAL INDEX KEY: 0001611096 IRS NUMBER: 455368120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-10 FILM NUMBER: 15659358 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nason Medical Center, LLC CENTRAL INDEX KEY: 0001630787 IRS NUMBER: 472553258 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-05 FILM NUMBER: 15659352 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCMC PET, LLC CENTRAL INDEX KEY: 0001515303 IRS NUMBER: 204807946 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-139 FILM NUMBER: 15659488 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lakeland Physician Practices, LLC CENTRAL INDEX KEY: 0001515292 IRS NUMBER: 431978905 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-146 FILM NUMBER: 15659495 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Logan Physician Practice, LLC CENTRAL INDEX KEY: 0001515997 IRS NUMBER: 621824635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-117 FILM NUMBER: 15659466 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001063640 IRS NUMBER: 742791525 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-94 FILM NUMBER: 15659444 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sumner Real Estate Holdings, LLC CENTRAL INDEX KEY: 0001515928 IRS NUMBER: 272618993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-24 FILM NUMBER: 15659372 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: Summer Real Estate Holdings, LLC DATE OF NAME CHANGE: 20110318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Palestine, Inc. CENTRAL INDEX KEY: 0001515856 IRS NUMBER: 621751489 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-69 FILM NUMBER: 15659418 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Orthopedics of Southwest Virginia, LLC CENTRAL INDEX KEY: 0001517165 IRS NUMBER: 201681827 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-95 FILM NUMBER: 15659445 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LifePoint Billing Services, LLC CENTRAL INDEX KEY: 0001515306 IRS NUMBER: 621763641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-135 FILM NUMBER: 15659484 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLP Partner Wilson Rutherford, LLC CENTRAL INDEX KEY: 0001608642 IRS NUMBER: 464996175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-181 FILM NUMBER: 15659530 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG HILLSIDE LLC CENTRAL INDEX KEY: 0001090557 IRS NUMBER: 621763652 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-224 FILM NUMBER: 15659573 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trousdale Physician Practices, LLC CENTRAL INDEX KEY: 0001608633 IRS NUMBER: 453853454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-18 FILM NUMBER: 15659366 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7646 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Putnam Physician Practices, LLC CENTRAL INDEX KEY: 0001515916 IRS NUMBER: 263042979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-52 FILM NUMBER: 15659401 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Opelousas PET/CT Imaging Center, LLC CENTRAL INDEX KEY: 0001517164 IRS NUMBER: 202882466 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-96 FILM NUMBER: 15659446 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LCMC MRI, LLC CENTRAL INDEX KEY: 0001515302 IRS NUMBER: 204807861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-140 FILM NUMBER: 15659489 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMUNITY MEDICAL LLC CENTRAL INDEX KEY: 0001090543 IRS NUMBER: 621779016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-189 FILM NUMBER: 15659538 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMG LIVINGSTON LLC CENTRAL INDEX KEY: 0001090556 IRS NUMBER: 621763651 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-223 FILM NUMBER: 15659572 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRHC-Ennis, L.P. CENTRAL INDEX KEY: 0001515909 IRS NUMBER: 621789402 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-60 FILM NUMBER: 15659409 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT HOSPITALS HOLDINGS INC CENTRAL INDEX KEY: 0001090598 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 522167869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-131 FILM NUMBER: 15659480 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLP Partner, LLC CENTRAL INDEX KEY: 0001515286 IRS NUMBER: 262708085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-185 FILM NUMBER: 15659534 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sumner Physician Practices, LLC CENTRAL INDEX KEY: 0001515927 IRS NUMBER: 272618964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-25 FILM NUMBER: 15659373 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: Summer Physician Practices, LLC DATE OF NAME CHANGE: 20110318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PineLake Regional Hospital, LLC CENTRAL INDEX KEY: 0001515905 IRS NUMBER: 621757927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-65 FILM NUMBER: 15659414 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROCKETT HOSPITAL LLC CENTRAL INDEX KEY: 0001090542 IRS NUMBER: 621762364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-187 FILM NUMBER: 15659536 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Andalusia Physician Practices, LLC CENTRAL INDEX KEY: 0001515213 IRS NUMBER: 208016585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-219 FILM NUMBER: 15659568 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLEVIEW HOSPITAL LLC CENTRAL INDEX KEY: 0001090546 IRS NUMBER: 621762357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-200 FILM NUMBER: 15659549 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fauquier Partner, LLC CENTRAL INDEX KEY: 0001608773 IRS NUMBER: 800938666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-174 FILM NUMBER: 15659523 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kansas Healthcare Management Services, LLC CENTRAL INDEX KEY: 0001515377 IRS NUMBER: 742849929 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-156 FILM NUMBER: 15659505 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC-Selma, LLC CENTRAL INDEX KEY: 0001515855 IRS NUMBER: 275437722 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-68 FILM NUMBER: 15659417 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: West Virginia Management Services Organization, Inc. CENTRAL INDEX KEY: 0001515948 IRS NUMBER: 621630580 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202368-14 FILM NUMBER: 15659362 BUSINESS ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-920-7000 MAIL ADDRESS: STREET 1: 330 SEVEN SPRINGS WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 S-3ASR 1 a2223189zs-3asr.htm S-3ASR

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TABLE OF CONTENTS

Table of Contents

As filed with the Securities and Exchange Commission on February 27, 2015

Registration No. 333-            


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form S-3
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)

330 Seven Springs Way
Brentwood, Tennessee 37027
(615) 920-7000
(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 and Chief Legal Officer
330 Seven Springs Way
Brentwood, Tennessee 37027
Telephone: (615) 920-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Michelle B. Rutta, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Telephone: (212) 819-8200


Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

                     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

                     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

                     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ý

                     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

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

CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered
   Amount to be registered/Proposed
maximum offering price
per unit/Proposed maximum
aggregate offering price(1)
   Amount of
registration fee(2)
 

Debt Securities

        
 

Guarantees of Debt Securities(3)

        
 

Common Stock, $0.01 par value, including related preferred stock purchase rights(4)

        
 

Preferred Stock, $0.01 par value

        
 

Warrants

        

 
(1)
An indeterminate amount of securities is being registered as may from time to time be issued at indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities.

(2)
In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the registration fee.

(3)
Guarantees of the payment of principal and interest on the Debt Securities may be provided by the subsidiaries of the registrant named below under "Additional Subsidiary Guarantor Registrants." No separate consideration will be received for such guarantees and, pursuant to Rule 457(n) of the Securities Act of 1933, no separate registration fee is payable for such guarantees.

(4)
The shares of common stock being registered hereunder include the right to purchase series A junior participating preferred stock (the "Series A Preferred Stock"), which are attached to all shares of common stock pursuant to the Amended and Restated Rights Agreement, dated February 25, 2009, by and between the registrant and American Stock Transfer & Trust Company, LLC, as rights agent. Until the occurrence of certain prescribed events, none of which have occurred as of the date hereof, the Series A Preferred Stock will not be exercisable or evidenced separately from the common stock.

   

Table of Contents


Table of Additional Registrant Guarantors

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Acquisition Bell Hospital, LLC

   Michigan   80-0935981   330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

America Management Companies, LLC

  

Delaware

  

62-1763639

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

AMG-Crockett, LLC

  

Delaware

  

62-1763656

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

AMG-Hillside, LLC

  

Delaware

  

62-1763652

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

AMG-Livingston, LLC

  

Delaware

  

62-1763651

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

AMG-Logan, LLC

  

Delaware

  

62-1763649

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

AMG-Southern Tennessee, LLC

  

Delaware

  

62-1763648

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

AMG-Trinity, LLC

  

Delaware

  

62-1763642

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Andalusia Physician Practices, LLC

  

Delaware

  

20-8016585

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Ashland Physician Services, LLC

  

Delaware

  

75-3165439

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Ashley Valley Medical Center, LLC

  

Delaware

  

62-1762532

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Ashley Valley Physician Practice, LLC

  

Delaware

  

62-1762570

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Athens Physicians Practice, LLC

  

Delaware

  

62-1867833

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Athens Regional Medical Center, LLC

  

Delaware

  

62-1866028

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Athens Surgery Center Partner, LLC

  

Delaware

  

45-519955

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Barrow Medical Center, LLC

  

Delaware

  

62-1762529

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Bartow General Partner, LLC

  

Delaware

  

20-0526928

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Bartow Healthcare System, Ltd. 

  

Florida

  

62-1644567

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Bartow Memorial Limited Partner, LLC

  

Delaware

  

52-2199107

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Bell JV, LLC

  

Delaware

  

46-4457457

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Bell Physician Practices, Inc. 

  

Michigan

  

80-0936558

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Bolivar Physician Practices, LLC

  

Delaware

  

26-3042884

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Bourbon Community Hospital, LLC

  

Delaware

  

62-1757924

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Bourbon Physician Practice, LLC

  

Delaware

  

62-1824637

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Brim Hospitals, Inc. 

  

Oregon

  

93-0880990

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Buffalo Trace Radiation Oncology Associates, LLC

  

Kentucky

  

61-1303441

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Care Health Company, Inc. 

  

Washington

  

93-1568998

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Castleview Hospital, LLC

  

Delaware

  

62-1762357

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Castleview Medical, LLC

  

Delaware

  

62-1769739

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Castleview Physician Practice, LLC

  

Delaware

  

62-1762573

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Clark Regional Physician Practices, LLC

  

Delaware

  

45-5484391

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Clinch Professional Physician Services, LLC

  

Delaware

  

20-8484894

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Clinch Valley Medical Center, Inc. 

  

Virginia

  

54-1058953

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Clinch Valley Physicians Associates, LLC

  

Virginia

  

34-2051378

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Clinch Valley Pulmonology, LLC

  

Virginia

  

20-0467493

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Clinch Valley Urology, LLC

  

Virginia

  

20-0376229

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Colorado Plains Physician Practices, LLC

  

Delaware

  

20-3730510

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Community Hospital of Andalusia, Inc. 

  

Alabama

  

62-1081822

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Community Medical, LLC

  

Delaware

  

62-1779016

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Community-Based Services, LLC

  

Delaware

  

26-3341700

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Crockett Hospital, LLC

  

Delaware

  

62-1762364

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Crockett PHO, LLC

  

Delaware

  

62-1824633

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Danville Diagnostic Imaging Center, LLC

  

Delaware

  

20-2999605

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Danville Physician Practices, LLC

  

Delaware

  

20-2999870

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Danville Regional Medical Center, LLC

  

Delaware

  

20-2028539

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Danville Regional Medical Center School of Health Professions, LLC

  

Delaware

  

20-3011031

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

DLP Partner, LLC

  

Delaware

  

26-2708085

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

DLP Partner Conemaugh, LLC

  

Delaware

  

47-1854798

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

DLP Partner Marquette, LLC

  

Delaware

  

90-0869753

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

DLP Partner MedWest, LLC

  

Delaware

  

46-5007044

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

DLP Partner Twin County, LLC

  

Delaware

  

45-3027649

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

DLP Partner Wilson Rutherford, LLC

  

Delaware

  

46-4996175

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Dodge City Healthcare Group, LLC

  

Kansas

  

61-1275266

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Dodge City Healthcare Partner, Inc. 

  

Kansas

  

61-1274535

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Fauquier Partner, LLC

  

Delaware

  

80-0938666

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Georgetown Community Hospital, LLC

  

Delaware

  

62-1757921

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Georgetown Rehabilitation, LLC

  

Delaware

  

62-1763818

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Guyan Valley Hospital, LLC

  

Delaware

  

05-0539350

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Halstead Hospital, LLC

  

Delaware

  

62-1754937

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

HCK Logan Memorial, LLC

  

Delaware

  

62-1766919

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

HDP Andalusia, LLC

  

Delaware

  

62-1765720

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

HDP Georgetown, LLC

  

Delaware

  

62-1765716

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Hillside Hospital, LLC

  

Delaware

  

62-1762382

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Historic LifePoint Hospitals, Inc. 

  

Delaware

  

52-2165845

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

HRMC, LLC

  

Delaware

  

75-3143244

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

HSC Manager, LLC

  

Delaware

  

27-1974414

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

HSCGP, LLC

  

Delaware

  

62-1779575

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

HST Physician Practice, LLC

  

Delaware

  

62-1762577

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

HTI Georgetown, LLC

  

Delaware

  

62-1773817

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

HTI PineLake, LLC

  

Delaware

  

62-1773816

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Integrated Physician Services, LLC

  

Delaware

  

62-1762579

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Kansas Healthcare Management Company, Inc. 

  

Kansas

  

74-2849927

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Kansas Healthcare Management Services, LLC

  

Kansas

  

74-2849929

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Kentucky Hospital, LLC

  

Delaware

  

62-1772321

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Kentucky Medserv, LLC

  

Delaware

  

62-1772269

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Kentucky MSO, LLC

  

Delaware

  

62-1763638

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Kentucky Physician Services, Inc. 

  

Kentucky

  

62-1752492

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Lake Cumberland Cardiology Associates, LLC

  

Delaware

  

27-0710002

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Lake Cumberland Physician Practices, LLC

  

Delaware

  

20-8016687

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Lake Cumberland Regional Hospital, LLC

  

Delaware

  

62-1757920

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Lake Cumberland Regional Physician Hospital Organization, LLC

  

Delaware

  

52-2183772

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Lakeland Community Hospital, LLC

  

Delaware

  

30-0109979

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Lakeland Physician Practices, LLC

  

Delaware

  

43-1978905

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Lamar Surgery Center, LP

  

Delaware

  

27-0070041

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Lander Valley Physician Practices, LLC

  

Delaware

  

20-0186252

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Las Cruces Cardiology Group, LLC

  

Delaware

  

47-1054850

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Las Cruces Endoscopy Partner, LLC

  

Delaware

  

80-0716842

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Las Cruces Physician Practices, LLC

  

Delaware

  

20-4736578

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LCMC MRI, LLC

  

Delaware

  

20-4807861

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LCMC PET, LLC

  

Delaware

  

20-4807946

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LHSC, LLC

  

Delaware

  

62-1778111

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint Acquisition Corp. 

  

Delaware

  

20-3140257

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint Asset Management Company, Inc. 

  

Delaware

  

75-2972602

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint Billing Services, LLC

  

Delaware

  

62-1763641

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint Corporate Services, General Partnership

  

Delaware

  

62-1779581

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint CSLP, LLC

  

Delaware

  

62-1779574

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint Holdings 2, LLC

  

Delaware

  

62-1778733

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

LifePoint Hospitals Holdings, Inc. 

  

Delaware

  

52-2167869

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint Medical Group—Hillside, Inc. 

  

Tennessee

  

62-1720394

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint of GAGP, LLC

  

Delaware

  

62-1778160

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint of Georgia, Limited Partnership

  

Delaware

  

62-1778162

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint of Kentucky, LLC

  

Delaware

  

62-1778730

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint of Lake Cumberland, LLC

  

Delaware

  

62-1828844

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint PSO, LLC

  

Delaware

  

47-2393318

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint RC, Inc. 

  

Delaware

  

62-1761942

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint VA Holdings, Inc. 

  

Delaware

  

20-3140383

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

LifePoint WV Holdings, Inc. 

  

Delaware

  

20-3140329

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Livingston Regional Hospital, LLC

  

Delaware

  

62-1762419

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Logan General Hospital, LLC

  

Delaware

  

05-0539357

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Logan Healthcare Partner, LLC

  

Delaware

  

20-0086245

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Logan Medical, LLC

  

Delaware

  

62-1772319

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Logan Memorial Hospital, LLC

  

Delaware

  

62-1757917

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Logan Physician Practice, LLC

  

Delaware

  

62-1824635

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Los Alamos Physician Practices, LLC

  

Delaware

  

20-4206739

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Martinsville Physician Practices, LLC

  

Delaware

  

20-4277914

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Meadowview Physician Practice, LLC

  

Delaware

  

62-1762581

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Meadowview Regional Medical Center, LLC

  

Delaware

  

62-1757929

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Meadowview Rights, LLC

  

Delaware

  

62-1766337

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC

  

Virginia

  

20-3217713

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Memorial Prompt Care, LLC

  

Delaware

  

45-4282042

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Mercy Physician Practices, LLC

  

Delaware

  

20-8620112

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Mexia Principal Healthcare Limited Partnership

  

Texas

  

62-1692446

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Mexia-Principal, Inc. 

  

Texas

  

62-1691355

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Minden Physician Practices, LLC

  

Delaware

  

27-0151827

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Nason Medical Center, LLC

  

Delaware

  

47-2546387

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Nason Physician Practices, LLC

  

Delaware

  

47-2553258

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Northeastern Nevada Physician Practices, LLC

  

Delaware

  

26-3632448

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Northwest Medical Center-Winfield, LLC

  

Delaware

  

30-0109981

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Norton Partner, LLC

  

Delaware

  

90-0870496

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

NWMC-Winfield Anesthesia Physicians, LLC

  

Delaware

  

45-3961524

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

NWMC-Winfield Hospitalist Physicians, LLC

  

Delaware

  

45-3961618

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

NWMC-Winfield Physician Practices, LLC

  

Delaware

  

43-1978895

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

OmniPoint Surgical Associates, LLC

  

Delaware

  

62-1763655

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Opelousas Imaging Center Partner, LLC

  

Delaware

  

20-2882362

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Opelousas PET/CT Imaging Center, LLC

  

Delaware

  

20-2882466

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Orthopedics of Southwest Virginia, LLC

  

Virginia

  

20-1681827

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Palestine-Principal G.P., Inc. 

  

Texas

  

62-1742220

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Palestine Principal Healthcare Limited Partnership

  

Texas

  

74-2791525

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Ashland, L.P. 

  

Pennsylvania

  

62-1852338

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

PHC-Aviation, Inc. 

  

Tennessee

  

01-0553855

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Belle Glade, Inc. 

  

Florida

  

62-1769465

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Charlestown, L.P. 

  

Indiana

  

62-1867863

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Cleveland, Inc. 

  

Mississippi

  

62-1812558

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Doctors' Hospital, Inc. 

  

Louisiana

  

62-1779010

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Elko, Inc. 

  

Nevada

  

62-1740235

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Fort Mohave, Inc. 

  

Arizona

  

32-0063628

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Fort Morgan, Inc. 

  

Colorado

  

27-0113173

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC Hospitals, LLC

  

Delaware

  

62-1868383

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Indiana, Inc. 

  

Indiana

  

62-1868157

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Knox, Inc. 

  

Nevada

  

62-1769067

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Lake Havasu, Inc. 

  

Arizona

  

62-1735358

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Lakewood, Inc. 

  

Louisiana

  

62-1864994

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Las Cruces, Inc. 

  

New Mexico

  

27-0085482

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

PHC-Los Alamos, Inc. 

  

New Mexico

  

03-0390794

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Louisiana, Inc. 

  

Louisiana

  

62-1779009

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Martinsville, Inc. 

  

Virginia

  

04-3597974

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Minden G.P., Inc. 

  

Louisiana

  

62-1789341

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Minden, L.P. 

  

Louisiana

  

62-1789340

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Morgan City, L.P. 

  

Louisiana

  

62-1865278

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Morgan Lake, Inc. 

  

Louisiana

  

62-1870304

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Opelousas, L.P. 

  

Louisiana

  

62-1779008

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Palestine, Inc. 

  

Nevada

  

62-1751489

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Selma, LLC

  

Delaware

  

27-5437722

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PHC-Tennessee, Inc. 

  

Tennessee

  

62-1780282

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Piedmont Partner, LLC

  

Delaware

  

47-2592255

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PineLake Physician Practice, LLC

  

Delaware

  

62-1762582

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PineLake Regional Hospital, LLC

  

Delaware

  

62-1757927

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Poitras Practice, LLC

  

Delaware

  

62-1762586

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Portage Partner, LLC

  

Delaware

  

32-0414331

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PRHC-Alabama, LLC

  

Delaware

  

62-1867696

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PRHC-Ennis G.P., Inc. 

  

Texas

  

62-1789403

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

PRHC-Ennis, L.P. 

  

Texas

  

62-1789402

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Principal Hospital Company of Nevada, Inc. 

  

Nevada

  

62-1691358

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Principal Knox, L.L.C. 

  

Delaware

  

62-1763056

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Principal Knox, L.P. 

  

Delaware

  

62-1763056

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Principal-Needles, Inc. 

  

Tennessee

  

62-1694530

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Province Healthcare Company

  

Delaware

  

62-1710772

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Putnam Ambulatory Surgery Center, LLC

  

Delaware

  

20-2082396

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Putnam Community Medical Center, LLC

  

Delaware

  

62-1818453

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Putnam Physician Practices, LLC

  

Delaware

  

26-3042979

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

R. Kendall Brown Practice, LLC

  

Delaware

  

62-1762590

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Raleigh General Hospital, LLC

  

West Virginia

  

55-0261260

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

River Parishes Holdings, LLC

  

Delaware

  

20-2468681

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

River Parishes Hospital, LLC

  

Delaware

  

20-0959379

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

River Parishes Partner, LLC

  

Delaware

  

20-2502853

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

River Parishes Physician Practices, LLC

  

Delaware

  

20-1227403

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Riverton Memorial Hospital, LLC

  

Delaware

  

62-1762468

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Riverton Oncology Practice, LLC

  

Delaware

  

26-3839861

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Riverton Physician Practices, LLC

  

Delaware

  

62-1763635

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Riverview Medical Center, LLC

  

Delaware

  

62-1762469

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Riverview Physician Practices, LLC

  

Delaware

  

45-3853399

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Russellville Hospital, LLC

  

Delaware

  

03-0464224

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Russellville Physician Practices, LLC

  

Delaware

  

20-0454003

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Select Healthcare, LLC

  

Delaware

  

62-1763632

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Selma Diagnostic Imaging, LLC

  

Delaware

  

27-5437945

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Siletchnik Practice, LLC

  

Delaware

  

62-1762275

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Smith County Memorial Hospital, LLC

  

Delaware

  

62-1762490

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Somerset Surgery Partner, LLC

  

Delaware

  

62-1864098

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Southern Tennessee EMS, LLC

  

Delaware

  

62-1763622

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Southern Tennessee Medical Center, LLC

  

Delaware

  

62-1762535

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Southern Tennessee PHO, LLC

  

Delaware

  

62-1824632

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Spring View Hospital, LLC

  

Delaware

  

20-0155414

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Spring View Physician Practices, LLC

  

Delaware

  

20-4302480

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Springhill Medical Center, LLC

  

Delaware

  

62-1754936

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

SST Community Health, L.L.C. 

  

Tennessee

  

62-1835614

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Starke Physician Practices, LLC

  

Delaware

  

20-8724378

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Sumner Physician Practices, LLC

  

Delaware

  

27-2618964

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Sumner Real Estate Holdings, LLC

  

Delaware

  

27-2618993

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Sumner Regional Medical Center, LLC

  

Delaware

  

27-2618766

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

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Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Texas Specialty Physicians

  

Texas

  

26-2477205

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

The MRI Center of Northwest Alabama, LLC

  

Delaware

  

20-2082277

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

THM Physician Practice, LLC

  

Delaware

  

62-1762591

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Trousdale Medical Center, LLC

  

Delaware

  

27-2618876

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Trousdale Physician Practices, LLC

  

Delaware

  

45-3853454

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Two Rivers Physician Practices, LLC

  

Delaware

  

36-4796940

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Valley View Physician Practices, LLC

  

Delaware

  

26-4227573

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Vaughan Physician Practices, LLC

  

Delaware

  

20-5831435

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Ville Platte Medical Center, LLC

  

Delaware

  

62-1868757

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

West Virginia Management Services Organization, Inc. 

  

West Virginia

  

62-1630580

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Western Plains Physician Practices, LLC

  

Delaware

  

20-8179824

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Western Plains Regional Hospital, LLC

  

Delaware

  

62-1762592

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Woodford Hospital, LLC

  

Delaware

  

52-2260534

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Woods Memorial Hospital, LLC

  

Delaware

  

45-5368120

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

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Exact Name of Registrant as Specified in its
Charter
  State or Other
Jurisdiction of
Incorporation
or Organization 		  I.R.S.
Employer
Identification
Number 		  Address, Including Zip
Code and Telephone
Number, Including
Area Code of
Registrant's Principal
Executive Offices

Wythe County Community Hospital, LLC

  

Delaware

  

20-2468795

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Wythe County Physician Practices, LLC

  

Delaware

  

20-3230510

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Zone, Incorporated

  

West Virginia

  

62-1698438

  

330 Seven Springs Way
Brentwood, TN 37027
(615) 920-7000

Table of Contents

LIFEPOINT HOSPITALS, INC.

Debt Securities
Guarantees of Debt Securities
Common Stock
Preferred Stock
Warrants

              We may offer from time to time

    •
    debt securities, which may be senior or subordinated and which may be convertible into shares of our common stock or other debt securities,

    •
    guarantees, if any, of our obligations under any debt securities, which may be given by one or more of our subsidiaries,

    •
    shares of our common stock, par value $0.01 per share,

    •
    shares of our preferred stock, par value $0.01 per share, or

    •
    warrants to purchase any of the other securities that may be sold under this prospectus.

              We will provide specific terms of any offering in supplements to this prospectus. The securities may be offered separately or together in any combination and as separate series. You should read this prospectus and any prospectus supplement, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus, carefully before you invest.

              Our common stock is listed on the Nasdaq Global Select Market under the symbol "LPNT."

              The mailing address of our principal executive office is 330 Seven Springs Way, Brentwood, TN 37027. Our telephone number is (615) 920-7000.

              Investing in these securities involves risks. You should carefully review the information under the heading "Risk Factors" on page 3 regarding information included and incorporated by reference in this prospectus and the applicable prospectus supplement.

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

              We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters reserve the right to reject, in whole or in part, any proposed purchase of securities to be made directly or through agents, dealers or underwriters. If any agents, dealers or underwriters are involved in the sale of any securities, the relevant prospectus supplement will set forth any applicable commissions or discounts. The price to the public and our net proceeds from the sale of such securities also will be set forth in the relevant prospectus supplement.

   

The date of this prospectus is February 27, 2015.

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ABOUT THIS PROSPECTUS

              This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act") utilizing a "shelf" registration process. Under this shelf process, we may sell, at any time and from time to time, the securities described in this prospectus. For further information about our business and the securities, you should refer to the registration statement and its exhibits. The exhibits to our registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information you may find important in deciding whether to purchase the securities we offer, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading "Where You Can Find More Information."

              This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both the prospectus and any prospectus supplement together with the additional information described under the heading "Where You Can Find More Information."

              We have not authorized any person to give any information or to make any representation in connection with this offering other than those contained or incorporated by reference in this prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person is not qualified to do so or to any person to whom it is unlawful to make the offer or solicitation. Neither the delivery of this prospectus nor any sale under this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus, that the information contained in this prospectus is correct as of any time subsequent to its date, or that any information incorporated by reference in this prospectus is correct as of any time subsequent to its date.

              Unless otherwise stated or the context requires otherwise, references to "LifePoint," "we," "us," "our" and the "Company" refer to LifePoint Hospitals, Inc. and its subsidiaries.


FORWARD-LOOKING STATEMENTS

              We make forward-looking statements in this prospectus, other reports and in statements we file with the SEC and/or release to the public. 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;

    •
    efforts to reduce the cost of providing healthcare while increasing quality;

    •
    descriptions of plans or objectives of our management for future operations, services or growth plans including acquisitions, divestitures, business strategies, core strategies and other initiatives, including our relationship with Duke University Health System, Inc. ("Duke") through Duke LifePoint Healthcare, a joint venture between LifePoint and a wholly-controlled affiliate of Duke;

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    •
    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:

    •
    future financial performance and condition;

    •
    future liquidity and capital resources;

    •
    future cash flows;

    •
    existing debt;

    •
    changes in depreciation and amortization expenses;

    •
    our business strategy and operating philosophy;

    •
    effects of competition in a hospital's market;

    •
    costs of providing care to our patients;

    •
    our compliance with new and existing laws and regulations as well as costs and benefits associated with compliance;

    •
    the impact of national healthcare reform;

    •
    other income from electronic health records ("EHR");

    •
    anticipated capital expenditures, including routine projects, investments in information systems and capital projects related to recent acquisitions and the expectation that capital commitments could be a significant component of future acquisitions;

    •
    timeframes for completion of capital projects;

    •
    implementation of supply chain management and revenue cycle functions;

    •
    the impact of accounting methodologies;

    •
    industry and general economic trends;

    •
    patient shifts to lower cost healthcare plans which generally provide lower reimbursement;

    •
    reimbursement changes, including policy considerations and changes resulting from state budgetary restrictions;

    •
    the amount of reimbursement payments under the New Mexico state program;

    •
    patient volumes and related revenues;

    •
    claims and legal actions relating to professional liabilities, governmental investigations and voluntary self-disclosures; and

    •
    physician recruiting and retention.

              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," "predict" 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

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business environment, and new risk factors emerge from time to time. We cannot predict such new risk factors nor can we assess the impact, if any, of such new risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied by any forward-looking 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, 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 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 also cause results to differ from our expectations.


RISK FACTORS

              Investing in our securities involves risks. You should carefully consider the risks described under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 and the other documents incorporated by reference in this prospectus (which risk factors are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus or in any prospectus supplement hereto before making a decision to invest in our securities. See "Where You Can Find More Information; Incorporation by Reference" below.

              These risks are not the only ones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business operations. Any of these risks could materially and adversely affect our business, financial condition or results of operations. In such cases, you may lose all or part of your investment.


OUR COMPANY

              We operate general acute care hospitals primarily in non-urban communities in the United States. At December 31, 2014, on a consolidated basis, we operated 67 hospital campuses in 21 states, having a total of 8,254 licensed beds. Effective January 1, 2015, we sold Lakeland Community Hospital, Northwest Medical Center and Russellville Hospital located throughout northwest Alabama. Upon completion of this sale, we operated 64 hospital campuses in 21 states, having a total of 8,024 licensed beds. We generate revenues primarily through hospital services offered at our facilities. We generated $4,483.1 million, $3,678.3 million and $3,391.8 million in revenues during the years ended December 31, 2014, 2013 and 2012, respectively.

              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. The services provided at any specific hospital depend on factors such as community need for the service, whether physicians necessary to operate the service line safely are members of the medical staff of that hospital, whether the service might be supported by community residents, and any contractual or certificate of need restrictions that exist. Like most hospitals located in non-urban markets, our hospitals do not engage in extensive medical research and medical education programs. However, six of

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our hospitals have affiliations with medical schools, including the clinical rotation of medical and pharmacy students, and two of our hospitals own and operate schools of nursing and other allied health professions.

              We seek to fulfill our mission of Making Communities Healthier® by striving to (1) improve the quality and types of healthcare services available in our communities; (2) provide physicians with a positive environment in which to practice medicine, with access to necessary equipment and resources; (3) develop and provide a positive work environment for employees; (4) expand each hospital's role as a community asset; and (5) 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.

              We derived revenues from the Medicare and Medicaid programs, collectively, of 44.2% and 46.7% during the years ended December 31, 2014 and 2013, respectively. Payments made to our hospitals pursuant to the Medicare and Medicaid programs for services rendered rarely exceed our costs for such services. 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. The hospital industry continues to endure a period where the costs of providing care are rising faster than reimbursement rates from government or private commercial payors. This places a premium on efficient operation, the ability to reduce or control costs and the need to leverage the benefits of our organization across all of our hospitals.

Corporate Information

              Our principal executive office is located at 330 Seven Springs Way Brentwood, Tennessee, 37027, and our telephone number is (615) 920-7000. Our corporate website address is www.lifepointhospitals.com. Information contained on our website is not a part of, or incorporated by reference in, this prospectus.

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 RATIO OF EARNINGS TO FIXED CHARGES

              The following table sets forth our ratio of earnings to fixed charges for the years ended December 31, 2014, 2013, 2012, 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,  
 
   2014   2013   2012   2011   2010  

Ratio of earnings to fixed charges

     2.45x     2.88x     3.08x     3.15x     3.02x  


USE OF PROCEEDS

              The use of proceeds from a sale of securities will be described in the prospectus supplement related to the sale of those securities.

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DESCRIPTION OF DEBT SECURITIES AND
GUARANTEES OF DEBT SECURITIES

              We may issue debt securities either separately or together with, or upon the conversion of or in exchange for, other securities. We may issue senior debt securities and/or subordinated debt securities. The subordinated debt securities of any series may be our senior subordinated obligations, subordinated obligations, junior subordinated obligations or may have such other ranking as will be described in the relevant prospectus supplement. We may issue any of these types of debt securities in one or more series. Our senior debt securities may be issued from time to time under a senior debt securities indenture. Our subordinated debt securities may be issued from time to time under a subordinated debt securities indenture. The form of indenture relating to our senior debt securities and the executed indenture related to our subordinated debt securities have been filed as exhibits to the registration statement of which this prospectus is a part.

              The applicable prospectus supplement and the form of indenture relating to any particular debt securities offered will describe the specific terms of that series. When evaluating an offering of our debt securities, you also should refer to all provisions of the applicable indenture and the debt securities. When we refer to "LifePoint," "we," "us" or "our" in this section or when we otherwise refer to ourselves in this section, we mean LifePoint Hospitals, Inc., excluding, unless otherwise expressly stated or the context requires, our subsidiaries.

              This section summarizes selected terms of the debt securities that we may offer. If any particular terms of the debt securities described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will supersede the terms described in this prospectus.

General

              We can issue an unlimited amount of debt securities under the indentures. However, certain of our existing or future debt agreements may limit the amount of debt securities we may issue. We can issue debt securities from time to time and in one or more series as determined by us. In addition, we can issue debt securities of any series with terms that differ from the terms of debt securities of any other series, and the terms of particular debt securities within any series may differ from each other, all without the consent of the holders of previously issued series of debt securities.

              A prospectus supplement relating to the series of debt securities being offered will describe the specific terms of that series of debt securities, including, where applicable, the following:

    •
    the title and series designation of the series of debt securities and whether the debt securities of the series will be senior debt securities or subordinated debt securities;

    •
    any limit on the aggregate principal amount of debt securities of the series;

    •
    the price or prices at which the debt securities of the series will be issued;

    •
    whether the debt securities will be guaranteed and the terms of any such guarantees;

    •
    the date or dates on which the principal amount and premium, if any, are payable;

    •
    the interest rate or rates or the method for calculating the interest rate, which may be fixed or variable, at which the debt securities of the series will bear interest, if any, the date or dates from which interest will accrue and the interest payment date on which interest will be payable, subject to our right, if any, to defer or extend an interest payment date and the duration of that deferral or extension;

    •
    the date or dates on which interest, if any, will be payable and the record dates for payment of interest;

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    •
    the place or places where the principal and premium, if any, and interest, if any, will be payable and where the debt securities of the series can be surrendered for transfer, conversion or exchange;

    •
    our right, if any, to redeem the debt securities and the terms and conditions upon which the debt securities of the series may be redeemed, in whole or in part;

    •
    any mandatory or optional sinking fund or analogous provisions;

    •
    if the debt securities of the series will be secured, any provisions relating to the security provided;

    •
    whether the debt securities of the series are convertible or exchangeable into other debt or equity securities, and, if so, the terms and conditions upon which such conversion or exchange will be effected;

    •
    whether any portion of the principal amount of the debt securities of the series will be payable upon declaration or acceleration of the maturity thereof pursuant to an event of default;

    •
    provisions relating to the modification, supplement or waiver of any provisions of the indenture relating to the debt securities of the series both with and without the consent of holders of the debt securities of such series;

    •
    whether the debt securities of the series, in whole or any specified part, will be defeasible pursuant to the indenture and the manner in which any election by us to defease the debt securities of the series will be evidenced;

    •
    the events of default pertaining to the debt securities of the series;

    •
    covenants pertaining to the debt securities of the series;

    •
    if other than U.S. dollars, the currency or currencies, including composite currencies, of payment of principal of, premium, if any, and interest, if any, on the debt securities of the series;

    •
    whether the debt securities of the series may be satisfied and discharged and, if so, the terms and conditions for such satisfaction and discharge;

    •
    any terms applicable to debt securities of any series issued at an issue price below their stated principal amount, including the issue price thereof and the rate or rates at which the original issue discount will accrue;

    •
    whether the debt securities of the series are to be issued or delivered (whether at the time of original issuance or at the time of exchange of a temporary security of such series or otherwise), or any installment of principal or any premium or interest is to be payable only, upon receipt of certificates or other documents or satisfaction of other conditions in addition to those specified in the indenture;

    •
    whether the debt securities of the series are to be issued in fully registered form without coupons or are to be issued in the form of one or more global securities in temporary global form or permanent global form;

    •
    whether the debt securities of the series are to be issued in registered or bearer form, the terms and conditions relating to the applicable form, including, but not limited to, tax compliance, registration and transfer procedures and, if in registered form, the denominations in which we will issue the registered securities if other than $1,000 or a

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      multiple thereof and, if in bearer form, the denominations in which we will issue the bearer securities;

    •
    any special United States federal income tax considerations applicable to the debt securities of the series;

    •
    any addition to or change in the covenants set forth in the indenture that apply to the debt securities of the series; and

    •
    any other terms of the debt securities of the series not inconsistent with the provisions of the indenture.

              The prospectus supplement relating to any series of subordinated debt securities being offered also will describe the subordination provisions applicable to that series. In addition, the prospectus supplement relating to a series of subordinated debt securities will describe our rights, if any, to defer payments of interest on the subordinated debt securities by extending the interest payment period.

              Debt securities may be issued at a discount below their principal amount or at a premium above their principal amount. In the event of an acceleration of the maturity of any original issue discount security, the amount payable to the holder upon acceleration will be determined in the manner described in the applicable prospectus supplement.

              The above is not intended to be an exclusive list of the terms that may be applicable to any debt securities and we are not limited in any respect in our ability to issue debt securities with terms different from or in addition to those described above or elsewhere in this prospectus, provided that the terms are not inconsistent with the indenture. Any applicable prospectus supplement also will describe any special provisions for the payment of additional amounts with respect to the debt securities.

Subordination Provisions Relating to Subordinated Debt

              Debt securities may be subject to contractual subordination provisions contained in the subordinated debt securities indenture. These subordination provisions may prohibit us from making payments on the subordinated debt securities in certain circumstances before a defined class of "senior indebtedness" is paid in full or during certain periods when a payment or other default exists with respect to certain senior indebtedness. If we issue subordinated debt securities, the applicable prospectus supplement relating to the subordinated debt securities will include a description of the subordination provisions and the definition of senior indebtedness that apply to the subordinated debt securities.

              If the trustee under the subordinated debt indenture or any holder of the series of subordinated debt securities receives any payment or distribution that is prohibited under the subordination provisions, then the trustee or the holders will have to repay that money to the holders of senior indebtedness.

              Even if the subordination provisions prevent us from making any payment when due on the subordinated debt securities of any series, we will be in default on our obligations under that series if we do not make the payment when due. This means that the trustee under the subordinated debt indenture and the holders of that series can take action against us, but they will not receive any money until the claims of the holders of senior indebtedness have been fully satisfied.

Conversion and Exchange Rights

              The debt securities of a series may be convertible into or exchangeable for certain of our other securities, if at all, according to the terms and conditions described in the applicable prospectus supplement. Such terms will include the conversion or exchange price and any adjustments thereto, the

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conversion or exchange period, provisions as to whether conversion or exchange will be mandatory, at our option or at the option of the holders of that series of debt securities, and provisions affecting conversion or exchange in the event of the redemption of that series of debt securities.

The Trustees under the Indentures

              A trustee in its individual or any other capacity may become the owner or pledgee of debt securities and may otherwise deal with us or any of our affiliates with the same rights it would have if it were not a trustee. If, however, any trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue to act as trustee or resign.

              The holders of a majority in principal amount of the then outstanding debt securities of a series 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 if an event of default occurs and is continuing, a trustee will be required, in the exercise of its power, to use the degree of care and skill of a prudent person in the conduct of its own affairs. Subject to such provisions, a trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of debt securities, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Global Securities

              The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement. Global securities will be issued in registered form and in either temporary or permanent form. Unless and until it is exchanged for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such series to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor depositary for such series or a nominee of such successor depositary. The specific terms of the depository arrangement will be described in the applicable prospectus supplement.

Subsidiary Guarantees

              Debt securities may be guaranteed by certain of our domestic subsidiaries. The prospectus supplement will describe the terms of any guarantees, including, among other things, the method for determining the identity of the guarantors and the conditions under which guarantees will be added or released. Any guarantees will be joint and several obligations of the guarantors. The obligations of each guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Applicable Law

              The debt securities and the indentures will be governed by and construed in accordance with the laws of the State of New York.

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 DESCRIPTION OF CAPITAL STOCK

              The following description of our capital stock is not meant to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation and our fifth amended and restated bylaws.

Authorized Capital Stock

              Our authorized capital stock consists of 90,000,000 authorized shares of common stock, par value $0.01 per share, and 10,000,000 authorized shares of preferred stock, of which 90,000 shares are designated as series A junior participating preferred stock, par value $0.01 per share (the "Series A Preferred Stock"). As of December 31, 2014 approximately 66.3 million shares of our common stock were issued with approximately 21.7 million shares held in treasury for a total of approximately 44.6 million shares, net issued and outstanding. The total number of our shares issued and outstanding excludes 3.9 million shares reserved for issuance upon the vesting of restricted stock units or upon the exercise of stock options for outstanding awards granted under our various stockholder-approved stock-based compensation plans as well as 0.3 million shares reserved for issuance upon the exercise of an issued and outstanding warrant.

Common Stock

              Holders of our common stock are entitled to one vote for each share they hold on all matters voted on by our stockholders, and are not entitled to cumulate votes for the election of directors. Subject to any preferences that may be applicable to any outstanding preferred stock, the holders of shares of our common stock are entitled to receive any dividends that may be declared from time to time by our board of directors out of assets or funds legally available to pay dividends. In the event of our liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to share ratably in all assets remaining after payment of liabilities, subject to the prior distribution rights of holders of shares of our preferred stock, if any are then outstanding.

Preferred Stock

              We may issue up to 10,000,000 shares of preferred stock. Our board of directors will have the authority to issue preferred stock in one or more series and to fix for each series the voting powers, full, limited or none, and the designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereon, and the number of shares constituting any series and the designations of the series, without any further vote or action by our stockholders. Because the terms of the preferred stock may be fixed by our board of directors without stockholder action, the preferred stock could be issued quickly with terms calculated to defeat a proposed takeover of our company, or to make the removal of our management more difficult. Under certain circumstances, this could have the effect of decreasing the market price of our common stock.

              In connection with the stockholder rights plan that we adopted, our amended and restated certificate of incorporation provides for the issuance of 90,000 shares of preferred stock designated as the Series A Preferred Stock. As of December 31, 2014, there was no Series A Preferred Stock outstanding. For additional information about the Series A Preferred Stock, see "—Preferred Stock Purchase Rights" below.

Preferred Stock Purchase Rights

              We have entered into an amended and restated stockholder rights agreement with American Stock Transfer & Trust Company, LLC, as rights agent. Pursuant to the rights agreement, each outstanding share of our common stock is accompanied by one preferred stock purchase right. Each

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right entitles its registered holder to purchase from us one one-thousandth of a share of Series A Preferred Stock at a price of $125 per one one-thousandth of a share, subject to adjustment.

              Each share of Series A Preferred Stock will be entitled, when, as and if declared, to a preferential quarterly dividend payment in an amount equal to the greater of $10 or 1,000 times the aggregate of all dividends declared per share of our common stock. In the event of our liquidation, dissolution or winding up, the holders of Series A Preferred Stock will be entitled to a minimum preferential liquidation payment equal to $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions made per share of our common stock. Each share of Series A Preferred Stock will entitle its holder to 1,000 votes on all matters submitted to a vote of our stockholders. In the event of any consolidation, merger, combination or other transaction in which shares of our common stock are exchanged, each share of Series A Preferred Stock will be entitled to receive 1,000 times the aggregate amount of stock, securities, cash and/or other property (payable in kind) as the case may be, into which or for which each share of our common stock is changed or exchanged. The rights of Series A Preferred Stock as to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions.

              Initially, the rights will attach to all our common stock certificates, and no separate rights certificates will be issued. Separate certificates evidencing the rights will be mailed to holders of record of our common stock as of the close of business on the earlier to occur of the tenth day after:

    •
    a public announcement that a person or group of affiliated or associated persons, which we refer to in this joint proxy statement/prospectus as an acquiring person, has acquired beneficial ownership of 15% or more of our outstanding common stock; or

    •
    a date as may be determined by action of our board of directors following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding shares of our common stock. Prior to the time that a person would otherwise become an acquiring person, however, our board of directors may determine that this person is not an acquiring person for purposes of the rights agreement.

              The rights agreement provides that, until the rights distribution date (or earlier redemption or expiration of the rights):

    •
    the rights will be transferred with and only with the certificates of our common stock,

    •
    common stock certificates issued upon transfer or new issuances of our common stock will contain a notation incorporating the rights agreement by reference, and

    •
    the surrender for transfer of any certificates for our common stock also will constitute the transfer of the rights associated with the common stock represented by the certificate.

              The rights will not be exercisable until the rights distribution date. The rights will expire on February 25, 2019, unless the expiration date is extended or unless the rights are earlier redeemed or exchanged by us, in each case, as described below.

              If a person or group becomes an acquiring person (with certain limited exceptions), each holder of a right will thereafter have the right to receive, upon exercise, our common stock (or, in certain circumstances, Series A Preferred Stock or other similar securities of ours) having a value equal to two times the exercise price of the right. Notwithstanding any of the foregoing, following the time that a person or group becomes an acquiring person, all rights that are, or (under circumstances specified in the rights agreement) were, beneficially owned by any acquiring person will be null and void.

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              In the event that we are acquired in a merger or other business combination transaction, or 50% or more of its consolidated assets or earning power are sold after a person or group has become an acquiring person, proper provision will be made so that each holder of a right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the right, that number of shares of common stock of the acquiring company which at the time of the transaction will have a market value of two times the exercise price of the right.

              At any time after any person or group becomes an acquiring person and prior to the acquisition by the person or group of 50% or more of the outstanding shares of our common stock, our board of directors may exchange the rights (other than rights owned by the person or group, which will have become void), in whole or in part, at an exchange ratio of one share of our common stock or one one-thousandth of a share of Series A Preferred Stock (or of a share of a class or series of our preferred stock having equivalent rights, preferences and privileges), as the case may be, per right (subject to adjustment).

              At any time prior to a person or group becoming an acquiring person, our board of directors may redeem the rights, in whole but not in part, at a redemption price of $0.01 per right. The redemption of the rights may be made effective at that time and on that basis with those conditions that our board of directors, in its sole discretion, may establish. Immediately upon any redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the redemption price.

              The terms of the rights may be amended by our board of directors without the consent of the holders of the rights, except that from and after the existence of an acquiring person no amendment may adversely affect the interests of the holders of the rights (other than the acquiring person).

              The number of outstanding rights and the number of one one-thousandths of a share of Series A Preferred Stock issuable upon exercise of each right are subject to adjustment under circumstances specified in the rights agreement.

              Until a right is exercised, the holder thereof, as a holder of the right, will not have any rights as a stockholder of our company, including, without limitation, the right to vote or to receive dividends.

              The rights have certain anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire us on terms not determined by our board of directors to be in the best interests of all our stockholders. The rights should not interfere with any merger or other business combination approved by our board of directors because, subject to the limitations described above, the rights may be redeemed by us at $0.01 per right prior to the time that a person or group has become an acquiring person.

Anti-Takeover Provisions—Our Amended and Restated Certificate of Incorporation, Our Fifth Amended and Restated Bylaws and the DGCL

              Provisions in our amended and restated certificate of incorporation and fifth amended and restated bylaws might make it harder for a person or group to acquire us through a tender offer, proxy contest or otherwise. These provisions, include, for example, terms providing for:

    •
    the rights described above under the heading "—Preferred Stock Purchase Rights";

    •
    the issuance of "blank check" shares of our preferred stock by our board of directors without the approval of holders of our common stock;

    •
    higher stockholder voting requirements for certain transactions, including business combinations with specified related parties (i.e., a "fair price provision");

    •
    a prohibition on taking actions by written consent of our stockholders;

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    •
    restrictions on who is eligible to call a special meeting of our stockholders;

    •
    stockholder proposals to be brought before an annual meeting must comply with advance notice procedures;

    •
    classification of our board of directors into three classes; and

    •
    the removal of directors only for cause and only by a vote of 80% of our outstanding voting power.

              These provisions may also have the effect of discouraging third parties from making proposals involving an acquisition or change of control of our company, although these proposals, if made, might be considered desirable by a majority of our stockholders. A further effect of these provisions (as compared to not including these provisions in our amended and restated certificate of incorporation and fifth amended and restated bylaws) could be to make it more difficult for third parties to cause the replacement of our board of directors. These provisions have been designed to enable us to develop our business and foster our long-term growth without the disruptions caused by the threat of a takeover not deemed by our board of directors to be in the best interest of us and our stockholders.

              We are governed by the provisions of Section 203 of the DGCL. Subject to specified exceptions, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the time of the transaction in which the person became an interested stockholder. Subject to specified exceptions, for purposes of Section 203, an "interested stockholder" is defined as a person who, together with the person's affiliates and associates, owns, or within three years has owned, 15% or more of the corporation's voting stock. For purposes of Section 203, a "business combination" includes a merger, consolidation, sale or other disposition of assets having an aggregate value in excess of 10% of either the aggregate market value of the consolidated assets of the corporation or the aggregate market value of all the outstanding stock of the corporation, and certain transactions that would increase the interested stockholder's proportionate share ownership in the corporation or which provide the interested stockholder with a financial benefit. These restrictions would not apply if:

    •
    our board of directors approved the transaction which resulted in the stockholder becoming an interested stockholder;

    •
    upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of our company (excluding shares owed by officers, directors, or specified employee purchase plans); or

    •
    at or subsequent to the time the transaction was approved by our board of directors, there was an affirmative vote of at least 66.66% of the outstanding voting stock of our company.

              The business combinations provisions of Section 203 of the DGCL may have the effect of prohibiting, deterring or delaying merger proposals, tender offers or other attempts to effect a change in control of our company that are not negotiated with and approved by our board of directors.

Limited Liability and Indemnification Provisions

              Our amended and restated certificate of incorporation limits, to the fullest extent now or hereafter permitted by the DGCL, the liability of a director to us or our stockholders for monetary damages for breach of his or her fiduciary duties as a director, except for liability:

    •
    for a breach of the director's duty of loyalty to us or our stockholders;

    •
    for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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    •
    under Section 174 of the DGCL, relating to prohibited dividends, distributions and repurchases or redemptions of stock; or

    •
    for any transaction from which the director derives an improper personal benefit.

              This provision, however, will have no effect on the availability of equitable remedies, including injunctions and rescissions. Additionally, this provision will not limit liability under state or federal securities laws.

              Our amended and restated certificate of incorporation contains provisions for indemnification of directors and officers to the fullest extent permitted by federal or state securities law. Our amended and restated certificate of incorporation also permits us to maintain and pay premiums on an insurance policy on behalf of our directors and officers covering losses arising from claims based on breaches of duty, negligence, error and other wrongful acts. We believe that these provisions will assist us in attracting and retaining qualified individuals to serve as directors.

Forum Selection

              Our fifth amended and restated bylaws provides, unless we consent in writing to an alternative forum, that the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or other agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or our By-Laws, or (iv) any action asserting a claim governed by the internal affairs doctrine, will be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located in the State of Delaware or, if no state court located in the State of Delaware has jurisdiction, the federal district court of the District of Delaware). Any person that purchases or otherwise acquires an interest in our stock will be deemed to have notice of and agree to comply with the foregoing provisions.

Stock Exchange Listing

              Our common stock is listed on the Nasdaq Global Select Market under the symbol "LPNT."

Transfer Agent and Registrar

              The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar designated for our common stock will be identified in the applicable prospectus supplement.

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DESCRIPTION OF WARRANTS

              We may issue, either separately or together with other securities, warrants for the purchase of any of the other types of securities that we may sell under this prospectus.

              This section summarizes the general terms of the warrants that we may offer. The warrants will be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent. A prospectus supplement will describe the specific terms of the particular series of warrants offered thereby, which may be in addition to or different from the general terms summarized in this section. The summaries in this section and the applicable prospectus supplement do not describe every aspect of the warrants. If any particular terms of a series of warrants described in a prospectus supplement differ from any of the terms described in this prospectus, then the terms described in the applicable prospectus supplement will be deemed to supersede the terms described in this prospectus. When evaluating an offering of our warrants, you also should refer to all the provisions of the applicable warrant agreement, the certificates representing the warrants and the specific descriptions in the applicable prospectus supplement. The applicable warrant agreement and warrant certificates will be filed as exhibits to or incorporated by reference in the registration statement.

General

              A prospectus supplement, as well as the related warrant agreement and warrant certificates, will describe the terms of the series of warrants being offered, including the following, where applicable:

    •
    the principal amount or the number of securities, as the case may be, purchasable upon exercise of each warrant and the initial price at which the principal amount or number of securities, as the case may be, may be purchased upon such exercise;

    •
    the designation and terms of the securities, if other than common stock, purchasable upon exercise thereof and of any securities, if other than common stock, with which the warrants are issued;

    •
    the procedures and conditions relating to the exercise of the warrants;

    •
    the date, if any, on and after which the warrants, and any securities with which the warrants are issued, will be separately transferable;

    •
    the offering price of the warrants, if any;

    •
    the date on which the right to exercise the warrants will commence and the date on which that right will expire;

    •
    a discussion of any special United States federal income tax considerations applicable to the warrants;

    •
    whether the warrants represented by the warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered;

    •
    call provisions of the warrants, if any;

    •
    antidilution provisions of the warrants, if any; and

    •
    any other material terms of the warrants.

Exercise of Warrants

              A warrant will entitle the holder to purchase that principal amount of or number of securities, as the case may be, at the exercise price set forth in, or to be determined as set forth in, the applicable

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prospectus supplement relating to that series of warrants. Unless otherwise specified in the applicable prospectus supplement, warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement at any time up to 5:00 p.m. Eastern Standard Time on the expiration date set forth in the applicable prospectus supplement. After 5:00 p.m. Eastern Standard Time on the expiration date, unexercised warrants will become void. Upon receipt of payment of the exercise price and the warrant certificate properly completed and duly executed, we will, as soon as practicable, issue the securities purchasable upon exercise of the warrant. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining amount of warrants.

No Rights of Security Holder Prior to Exercise

              Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon the exercise of such warrants and will not be entitled to:

    •
    in the case of warrants to purchase debt securities, payments of principal of, premium, if any, or interest, if any, on the debt securities purchasable upon exercise; or

    •
    in the case of warrants to purchase equity securities, the right to vote or to receive dividend payments or similar distributions on the securities purchasable upon exercise.

Exchange of Warrant Certificates

              Warrant certificates will be exchangeable for new warrant certificates of different denominations at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement.

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 PLAN OF DISTRIBUTION

              We may offer and sell the securities described in this prospectus from time to time. We may sell the securities to one or more underwriters for public offering and sale by them; directly to investors; through agents or dealers; or we may use a combination of these methods. Any underwriter or agent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. We also reserve the right to sell securities directly to investors in those jurisdictions where we are authorized to do so.

              The distribution of securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, or from time to time at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. We also may, from time to time, authorize underwriters acting as our agents to offer and sell the securities upon the terms and conditions set forth in any prospectus supplement. In connection with the sale of the securities, underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agent. If we use underwriters in the sale of securities, we will execute an underwriting agreement with the underwriter at the time of sale.

              If a dealer is utilized in the sale of the securities in respect of which this prospectus is delivered, we may sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

              If we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship.

              Any underwriter, dealer or agent that will participate in a distribution of securities will be identified in the applicable prospectus supplement or other offering materials.

              Any underwriting compensation paid by us to underwriters or agents in connection with the offering of securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the applicable prospectus supplement. Underwriters, dealers and agents participating in distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. We may enter into agreements with underwriters, dealers and agents that entitle them to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to reimbursement by us for certain expenses.

              Securities may also be sold in one or more of the following transactions: (a) block transactions (which may involve crosses) in which a broker-dealer may sell all or a portion of the securities as agent but may position and resell all or a portion of the block as principal to facilitate the transaction; (b) purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement; (c) a special offering, an exchange distribution or a secondary distribution in accordance with applicable Nasdaq Global Select Market or other stock exchange rules; (d) ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers; (e) sales "at the market" to or through one or more market makers or into an existing trading market, on an exchange or otherwise, for securities; and (f) sales in other ways not involving market makers or established trading markets, including direct sales to purchasers. Broker-dealers may also receive

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compensation from purchasers of the securities which is not expected to exceed that customary in the types of transactions involved.

              In connection with underwritten offerings of securities, underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the offered securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below.

    •
    A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.

    •
    A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering.

    •
    A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions.

              If so indicated in the applicable prospectus supplement, we may authorize dealers acting as our agents to solicit offers by institutions to purchase securities from us or the dealers at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. Each delayed delivery contract will be for an amount not less than, and the aggregate principal amount or offering price of the securities sold pursuant to delayed delivery contracts will not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom delayed delivery contracts, when authorized, may be entered into include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but such contracts will in all cases be subject to approval by us.

              In the event we sell securities directly to investors, no underwriters, agents or dealers would be involved. We may use electronic media, including the internet, to offer and sell securities directly.

              The securities also may be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms ("remarketing firms"), acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the securities remarketed thereby. We may enter into agreements with remarketing firms that entitle them to indemnification by us against certain liabilities, including liabilities under the Securities Act.

              We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. The applicable prospectus supplement will indicate, in connection with those derivatives, if such third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and will be identified in the applicable prospectus supplement (or a post-effective amendment).

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              The securities may or may not be listed on a national securities exchange or a foreign securities exchange. Securities offered may be a new issue of securities with no established trading market. Any underwriters to whom or agents through whom these securities are sold by us for public offering and sale may make a market in these securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any such securities.

              One or more of the underwriters, dealers or agents, and/or one or more of their respective affiliates, may be a lender under our credit agreements and may provide other commercial banking, investment banking and other services to us and/or our subsidiaries and affiliates in the ordinary course of business.


LEGAL MATTERS

              The validity of the notes offered hereby will be passed upon for us by White & Case LLP, New York, New York. Certain matters under Alabama law, Florida law, Tennessee law and Texas law will be passed upon by Waller Lansden Dortch & Davis, LLP. Certain matters under Arizona law will be passed upon by Coppersmith Brockelman PLC. Certain matters under Colorado law will be passed upon by Gordon & Rees, LLP. Certain matters under Indiana law will be passed upon by Bingham Greenebaum Doll LLP. Certain matters under Kansas law will be passed upon by Polsinelli PC. Certain matters under Kentucky law, Mississippi law, Virginia law and West Virginia law will be passed upon by Hancock, Daniel, Johnson & Nagle, P.C. Certain matters under Louisiana law will be passed upon by Taylor Porter Brooks & Phillips, L.L.P. Certain matters under Michigan law will be passed upon by Plunkett Cooney, P.C. Certain matters under Nevada law will be passed upon by Gordon & Silver, Ltd. Certain matters under New Mexico law will be passed upon by Lewis Roca Rothgerber LLP. Certain matters under Oregon law and Washington law will be passed upon by Stoel Rives LLP. Certain matters under Pennsylvania law will be passed upon by Stradley Ronon Stevens & Young, LLP.


EXPERTS

              The consolidated financial statements of LifePoint Hospitals, Inc., included in LifePoint Hospitals, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2014, and the effectiveness of LifePoint Hospitals, Inc.'s internal control over financial reporting as of December 31, 2014 (excluding the internal control over financial reporting of Wilson Medical Center, Rutherford Regional Medical Center, Haywood Regional Medical Center, Harris Regional Hospital, Swain County Hospital, Conemaugh Memorial Medical Center, Meyersdale Medical Center and Miners Medical Center), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, which as to the report on the effectiveness of LifePoint Hospitals, Inc.'s internal control over financial reporting contains an explanatory paragraph describing the above referenced exclusion of Wilson Medical Center, Rutherford Regional Medical Center, Haywood Regional Medical Center, Harris Regional Hospital, Swain County Hospital, Conemaugh Memorial Medical Center, Meyersdale Medical Center and Miners Medical Center from the scope of such firm's audit of internal control over financial reporting, included therein, and incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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 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, 2014; and

    •
    Proxy Statement on Schedule 14A filed with the SEC on April 23, 2014.

              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
330 Seven Springs Way
Brentwood, Tennessee 37027
Telephone: (615) 920-7000

              You can also get more information by visiting our investor relations website at http://www.lifepointhospitals.com. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus and you should not rely on that information.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

              The expenses relating to the issuance and distribution of the securities registered hereby will be borne by the registrant. Such expenses are estimated to be as follows:

SEC Registration Fee*

   $    

Accounting fees and expenses**

        

Legal fees and expenses**

        

Printing and engraving expenses**

        

Trustee's and registrar's fees and expenses**

        

Miscellaneous expenses**

        

Total:

   $    
*
Deferred in reliance upon Rule 456(b) and 457(r).

**
Estimated expenses are not currently known.

Item 15.    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

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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.

              Sections 10A-2-8.50 through 10A-2-8.58 of the Alabama Business Corporation Law (the "ABCL") gives a corporation power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if such person acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, when acting in his or her official capacity with the corporation, or, in all other cases, not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No indemnification shall be made, however, in respect of any claim, issue or matter as to which such person shall have not met the applicable standard of conduct, shall have been adjudged to be liable to the corporation or, in connection with any other action, suit or proceeding charging improper personal benefit to such person, if such person was adjudged liable on the basis that personal benefit was improperly received by him. Also, the ABCL states that, to the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) reasonably incurred by him in connection therewith, notwithstanding that he has not been successful on any other claim, issue or matter in any such action, suit or proceeding.

              The Bylaws of Community Hospital of Andalusia, Inc. provide that it 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.

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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.

              Sections 10-851 and 10-856 of the A.R.S. permit 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.

              Under Section 10-855 of the A.R.S., 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 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-Lake Havasu, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

              The Articles of Incorporation of PHC-Fort Mohave, 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

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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 articles of incorporation nor the bylaws of PHC-Fort Morgan, Inc. specify 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 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.

              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 Certificate of Incorporation of LifePoint Hospitals Holdings, Inc. allows for indemnification to the fullest extent permitted by the laws under which it is organized.

              The Bylaws of 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

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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 Certificates of Incorporation of Historic LifePoint Hospitals, Inc. and LifePoint WV Holdings, Inc. provide that the corporations 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 corporations 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 corporations, 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 corporations or amounts paid in settlement to the corporations. 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 corporations 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 corporations, 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 corporations or amounts paid in settlement to the corporations. 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 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, 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

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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 Certificate of Incorporation 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 Bylaw, 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 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-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, Athens Surgery Center Partner, LLC, Barrow Medical Center, LLC, Bartow General Partner, LLC, Bartow Memorial Limited Partner, LLC, Bell JV, LLC, Bolivar Physician Practices, LLC, Bourbon Community Hospital, LLC, Bourbon Physician Practice, LLC, Castleview Hospital, LLC, Castleview Medical, LLC, Castleview Physician Practice, LLC, Clark Regional Physician Practices, LLC, Clinch Professional Physician Services, LLC, Colorado Plains Physician Practices, LLC, Community Medical, LLC, Community-Based Services, LLC, Crockett Hospital, LLC, Crockett PHO, LLC, Danville Diagnostic Imaging Center, LLC, Danville Physician Practices, LLC,

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Danville Regional Medical Center, LLC, Danville Regional Medical Center School of Health Professions, LLC, DLP Partner, LLC, DLP Partner Conemaugh, LLC, DLP Partner Marquette, LLC, DLP Partner MedWest, LLC, DLP Partner Twin County, LLC, DLP Partner Wilson Rutherford, LLC, Fauquier Partner, LLC, 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, HRMC, LLC, HSC Manager, LLC, HSCGP, LLC, HST Physician Practice, LLC, HTI Georgetown, LLC, HTI PineLake, 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 Physician Practices, LLC, Las Cruces Cardiology Group, LLC, Las Cruces Endoscopy Partner, LLC, Las Cruces Physician Practices, LLC, LCMC MRI, LLC, LCMC PET, LLC, LHSC, LLC, LifePoint Billing Services, LLC, LifePoint CSLP, LLC, LifePoint Holdings 2, LLC, LifePoint of GAGP, LLC, LifePoint of Kentucky, LLC, LifePoint of Lake Cumberland, LLC, LifePoint PSO, 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, Memorial Prompt Care, LLC, Mercy Physician Practices, LLC, Minden Physician Practices, LLC, Nason Medical Center, LLC, Nason Physician Practices, LLC, Northeastern Nevada Physician Practices, LLC, Northwest Medical Center-Winfield, LLC, Norton Partner, LLC, NWMC-Winfield Anesthesia Physicians, LLC, NWMC-Winfield Hospitalist Physicians, LLC, NWMC-Winfield Physician Practices, LLC, OmniPoint Surgical Associates, LLC, Opelousas Imaging Center Partner, LLC, Opelousas PET/CT Imaging Center, LLC, PHC Hospitals, LLC, PHC-Selma, LLC, Piedmont Partner, LLC, PineLake Physician Practice, LLC, PineLake Regional Hospital, LLC, Poitras Practice, LLC, Portage Partner, 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 Memorial Hospital, LLC, Riverton Oncology Practice, LLC, Riverton Physician Practices, LLC, Riverview Medical Center, LLC, Riverview 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, Trousdale Physician Practices, LLC, Two Rivers Physician Practices, LLC, Valley View Physician Practices, LLC, Vaughan Physician Practices, LLC, Ville Platte Medical Center, LLC, Western Plains Physician Practices, LLC, Western Plains Regional Hospital, LLC, Woodford Hospital, LLC, Woods Memorial Hospital, 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.

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              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.

                    (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

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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 corporation 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 corporation in the case of a proceeding by or in the right of the corporation 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 bad faith or with malicious purpose or with wanton and willful disregard of human rights, safety or property, in a proceeding by or in the right of someone other than such corporation or a stockholder.

              Section 607.0850 of the Florida Business Corporation Act authorizes, among other things, a corporation to indemnify any person who was or is a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation 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, or not opposed to, the best interests of the corporation 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 corporation 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 corporation 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

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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 corporation 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.

              Neither the Articles of Incorporation nor the Bylaws of PHC-Belle Glade, Inc. specifies the extent to which the corporation may indemnify its officers or directors.

              (b)         Bartow Healthcare System, Ltd. is registered under the laws of Florida.

              Section 620.1406 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 indemnify 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 Agreement of Limited Partnership of Bartow Healthcare System, Ltd. allows for indemnification of the General Partner, 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 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 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.

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               (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, 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 actually and reasonably incurred by such person in connection with such action, suit or proceeding, 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; 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 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 or suit, 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

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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)         Dodge City Healthcare Group, LLC and Kansas Healthcare Management Services, LLC are registered under the laws of Kansas.

              Section §17-7670 of the Kansas Revised 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 present or former member, manager, officer, employee or agent of a limited liability company has been successful on the merits or otherwise as a plaintiff in an action to determine that the plaintiff is a member of a limited liability company or in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member, manager, officer, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a member, manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or in defense of any claim, issue or matter therein, such member, manager, officer, employee or agent shall be indemnified by the limited liability company against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.

              The Amended and Restated Operating Agreement of Dodge City Healthcare Group, LLC provides that the Company shall indemnify and hold harmless each officer 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 Kansas Revised Limited Liability Company Act.

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              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.

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 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 payments of judgments against such officers and directors and to reimbursement of amounts paid in cash 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 and directors.

              (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,

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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.

              The Operating Agreement of Buffalo Trace Radiation Oncology Associates, LLC provides that the Company shall indemnify 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. The Operating Agreement neither expressly includes nor expressly excludes damages for breach of the duties provided for in Kentucky Revised Statutes 275.170 or 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 in this indemnification.

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.

              Former Section 83 of the Louisiana Business Corporation Law provided 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. Former Section 83 further provided 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 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. Former Section 83 permitted 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.

              As of January 1, 2015, the entire former Louisiana Business Corporation Law was repealed, including Section 83, and a new Louisiana Business Corporation Act being R.S. 12:1-101 et seq. became effective January 1, 2015.

              Under the Business Corporation Act, R.S. 12:§1-832, except to the extent the Articles of Incorporation limit or reject the protection against liability by said Section, no director or officer shall be liable to the corporation or its shareholders for money damages for any action taken, or failure to take action, as a director or officer, except for one of the following:

              (1)         Breach of the duty of loyalty to the corporation or the shareholders, (2) an intentional infliction of harm to the corporation or shareholders, (3) an intentional violation of criminal law or (4) a violation of 12:§1-833 which provides liability for unlawful distributions made by the directors. In addition, §1-851 of the Business Corporation Act provides that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director, against liability incurred, if the director conducted himself in good faith and reasonably believed either that his conduct was in the best interest of the corporation, in the case of conduct in an official capacity, or in all other cases, that the director's conduct was at least not opposed to the best interest of the corporation or in the case of a criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful.

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              §1-852 of the Business Corporation Act provides that a corporation shall 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 he was a director against expenses incurred by the director in connection with the proceeding. In addition, §1-853 provides that the corporation may, before final disposition, advance funds to pay or reimburse expenses incurred in a proceeding by an individual who is a party.

              §1-856 provides the corporation may indemnify and advance expenses of an officer who is a party because he or she is an officer of the corporation to the same extent as a director.

              In addition, a corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation or who, while a director or officer of the corporation, serves at the corporation's request as a director or officer, etc., of another entity, whether or not the individual could be protected against the same liability to indemnify or advance expenses by the corporation.

              §1-1701 of the Business Corporation Act provides transition provisions stating that the new Act applies to all domestic corporations in existence on the effective date of the current law, January 1, 2015, that were incorporated under the laws of this state, except that §1-1703 provides the current law does not affect any action taken under the prior law before its repeal for any liability or obligation acquired, accrued or incurred before January 1, 2015.

              The foregoing statements are subject to the detailed provisions of the Business Corporation Act.

              Neither the Articles of Incorporation nor the Bylaws of the Louisiana 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 does 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.

Michigan Registrants

              (a)         Bell Physician Practices, Inc. is a nonprofit corporation organized under the laws of Michigan.

              Section 561 of the Michigan Nonprofit Corporation Act (the "MNCA") states that, unless otherwise provided by law or a corporation's articles of incorporation or bylaws, a corporation has the power to indemnify a 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, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director or officer of the corporation. Such indemnity may be against expenses including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the 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 or its shareholders or members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the 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 director or officer did not act in accordance with the applicable standard of conduct, as described in the preceding sentence.

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              Section 562 of the MNCA provides that, unless otherwise provided by law or a corporation's articles of incorporation or bylaws, a corporation has the power to indemnify a person who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation. Such indemnity may be against expenses, including attorneys' fees and amounts paid in settlement actually and reasonably incurred by the person in connection with the 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 or its shareholders or members. However, a corporation shall not indemnify a person for a claim, issue, or matter in which the person has been found liable to the corporation unless and only to the extent that the court in which the action or suit was brought or another court of competent jurisdiction has determined upon application that, despite the adjudication of liability but in view of all the relevant circumstances of the case, the person is fairly and reasonably entitled to indemnification for reasonable expenses incurred by the person.

              Pursuant to Section 563 of the MNCA, unless otherwise provided by law or a corporation's articles of incorporation or bylaws, to the extent that a director or officer has been successful on the merits or otherwise in defense of an action, suit, or proceeding, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the successful director or officer shall be indemnified against actual and reasonable expenses, including attorneys' fees, incurred in connection with the action, suit, or proceeding and in any action, suit, or proceeding brought to enforce this mandatory indemnification.

              Section 564 provides that an indemnification under Section 561 or 562, unless ordered by a court, shall be made upon a determination that indemnification of the director or officer is proper under the circumstances because such director or officer met the applicable standard of conduct provided in such Section. The determination shall be made in one of the following ways:

                    (a)         By a majority vote of a quorum of the board of directors of the corporation consisting of directors who were not parties to the action, suit, or proceeding.

                    (b)         If the quorum described in subsection (a) above is not obtainable, then by a majority vote of a committee of directors who are not parties to the action, suit or proceeding. The committee shall consist of not less than two disinterested directors.

                    (c)          By independent legal counsel in a written opinion.

                    (d)         By the shareholders or members of the corporation, except those who are parties or threatened to be made parties to the action, suit or proceeding.

              Section 565 provides that the indemnification afforded under the foregoing Sections of the MNCA is not exclusive of other rights to which a director or officer seeking indemnification may be entitled under the articles of incorporation, bylaws, or a contractual agreement, and such indemnification shall inure to the benefit of the heirs, executors and administrators of the director or officer. Further, a right of indemnification under a provision of the articles of incorporation or bylaws is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission for which indemnification is sought, unless the provision explicitly authorizes such elimination or impairment after the act or omission has occurred.

              Section 567 of the MNCA, in general, permits a corporation 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 and incurred by the person in any such capacity, or arising out of the person's status as director or officer, whether or not the corporation would have power to indemnify the person against liability under the above described Sections of the MNCA.

              The Bylaws of Bell Physician Practices, Inc. require the corporation to indemnify its officers and directors against all reasonable expenses incurred in defending claims or suits brought against them

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as officers or directors, and against all liability in such suits, irrespective of the time the claims or causes of action in such suits occurred, except in cases involving the gross negligence or willful misconduct of the officer or director in the performance of his or her duties as such. 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 legal fees and expenses of such officers and directors in suits against them, whether defended successfully or unsuccessfully, provided there is no finding or judgment that the claim or action arose from gross negligence or willful misconduct. Such right of indemnification shall not be exclusive of any rights an officer or director of the corporation may have under applicable law and shall also apply to the estates of deceased officers and directors.

              (b)         Acquisition Bell Hospital, LLC is a limited liability company organized under the laws of Michigan.

              Section 216 of the Michigan Limited Liability Company Act (the "MLLCA") provides that, except as otherwise provided in an operating agreement, a limited liability company may indemnify, hold harmless, and defend a member, manager, or other person from and against any and all losses, expenses, claims, and demands sustained by that person, except that the company may not indemnify the person for liability in connection with the receipt of a financial benefit to which the person is not entitled, voting or assenting to a distribution in violation of the company's operating agreement or the law, or a knowing violation of the law.

              Section 216 further provides that, except as otherwise provided in an operating agreement, a limited liability company may purchase and maintain insurance on behalf of a member, manager, or other person against any liability or expense asserted against or incurred by that person, whether or not the company may indemnify that person under Section 216.

              The Limited Liability Company Agreement of Acquisition Bell Hospital, LLC provides that the company shall indemnify and hold harmless each officer and the sole Member and manager of the company (being LifePoint Holdings 2, LLC), and its officers, directors and managers, to the fullest extent permitted by the MLLCA.

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 if the officer or director:

                    1)           (i)          Conducted himself in good faith; and

                        (ii)         Reasonably believed:

                          (A)        In the case of conduct in his official capacity, that his conduct was in the best interests of the corporation; and

                          (B)         In all other cases, that his conduct was at least not opposed to the best interests of the corporation; and

                        (iii)        In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or

                    2)           He engaged in conduct for which broader indemnification has been made permissible or obligatory under the Articles of Incorporation as provided in MBCA Section 79-4-2.02(b)(5).

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              MBCA Section 79-4-2.02(b)(5) permits the corporation to include an obligatory indemnification for directors in its Articles of Incorporation for any action taken, or any failure to take any action, as a director other than:

      1)
      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

      2)
      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.

              Indemnification is authorized upon a determination that the person to be indemnified has met the applicable standard of conduct required. The law further permits the advancement of expenses incurred in defense 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, or that the proceeding involves conduct for which liability has been eliminated under the Articles of Incorporation, and 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.

              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 wholly successful on the merits or otherwise in the defense of any action or suit against him giving rise to a claim of indemnification. 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.

              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 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 provision in the Articles of Incorporation or bylaws requiring it to advance expenses incurred by directors or officers in defending any such

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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 therein 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 New Mexico.

              Section 53-11-4.1 of the New Mexico Business Corporation Act permits a corporation to indemnify any person made (or threatened to be made) a party to any proceeding by reason of the fact that the person is or was a director (or, unless limited by its articles of incorporation, an officer, employee or agent) of the corporation if (i) the person acted in good faith, (ii) the person reasonably believed (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. However, a director, officer, employee, or agent may not be indemnified in respect of any proceeding alleging improper personal benefit to the person, whether or not involving action in the person's official capacity, in which the person has been adjudged to be liable on the basis that the personal benefit was improperly received. Indemnification must be authorized in the specific case after a determination has been made that indemnification is permissible in the circumstances because the person met the standard of conduct. In some instances, indemnification of a director may be mandatory or, upon the application of a director, may be ordered by a court. Section 53-11-4.1 provides for the advancement of expenses of directors, officers, employees, and agents 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

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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.

              Sections 60.391 and 60.407 of the Oregon Business Corporation Act (the "OBCA") provide 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 any actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than (i) an action by or in the right of the corporation in which they were adjudged liable to the corporation or (ii) an action in which they were adjudged liable for improperly receiving a personal benefit), if their conduct was in good faith and they reasonably believed that their conduct was in or at least not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, they did not have reasonable cause to believe their conduct was unlawful.

              The Restated Articles 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. Pennsylvania consolidated statutes 1 Pa. C. S. 1991 defines "Person" as a corporation, partnership, limited liability company, business trust, other association, government entity (other than the Commonwealth), estate, trust, foundation or natural person.

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              Neither the Certificate of Limited Partnership nor the Agreement of Limited Partnership specifies the extent to which the partnership may indemnify its partners or officers.

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 any proceeding instigated because of his or her status as a director of a corporation, Section 48-18-503 of the TBCA mandates that the corporation indemnify the director against reasonable expenses incurred in the proceeding. Notwithstanding the foregoing, Section 48-18-505 of the TBCA provides that a court of competent jurisdiction, upon application, may order that a director or officer be indemnified for reasonable expense if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, whether or not the standard of conduct set forth above was met. Officers who are not directors are entitled, through the provisions of Section 48-18-507 of the TBCA, to the same indemnification afforded to directors under Sections 48-18-503 and 48-18-505.

              The Bylaws of 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.

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              The Charter of Principal-Needles, Inc. provides:

                    (a)         The corporation 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 corporation, or is or was serving at the request of the corporation 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 corporation shall not indemnify any such indemnitee (a) in any proceeding by the corporation 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 corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the TBCA, to the same indemnification afforded to directors under Sections 48- 18-503 and 48-18-505.

                    (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.

              (b)         SST Community Health, L.L.C. is a registered limited liability company under laws of Tennessee.

              Section 48-243-101 of the Tennessee Limited Liability Company Act (the "TLLCA") provides that a limited liability company may indemnify governors, officers and members of the limited liability company against liability if (1) the individual acted in good faith and (2) reasonably believed that such individual's conduct in his or her official capacity was in the best interest of the limited liability company and in all other cases that such individual's conduct was at least not opposed to the best interests of the limited liability company and (3) in a criminal proceeding, the individual had no cause to believe such individual's conduct was unlawful. Section 48-243-101(b) also provides that unless otherwise provided by its articles of organization, a limited liability company may not indemnify a responsible person in connection with a proceeding to which the responsible person was adjudged liable to the limited liability company or in connection with a proceeding whereby such responsible person is adjudged liable to the limited liability company for receiving an improper personal benefit. Section 48-243-101(c) of the TLLCA provides that unless otherwise provided by its articles of

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organization, a limited liability company shall indemnify a responsible person who was wholly successful in the defense of a proceeding against that person as a responsible person for the limited liability company.

              Section 48-243-101(h) of the TLLCA authorizes a limited liability company to purchase and maintain insurance on behalf of any person who is or was a responsible person, manager, officer, employee, independent contractor, or agent of the limited liability company, or who while a responsible person, manager, officer, employee, independent contractor, or agent of the limited liability company, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the limited liability company would otherwise have the power to indemnify him under Section 48-243-101(b)-(c) of the TLLCA.

              Section 48-243-101(i) of the TLLCA prohibits indemnification if a responsible person is adjudged liable for a breach of the duty of loyalty to the limited liability company or its members or for acts or omissions not in good faith that involve intentional misconduct or a knowing violation of law.

              The Amended and Restated Operating Agreement of SST Community Health, L.L.C. provides that the Company shall indemnify and hold harmless each officer 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 TLLCA.

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

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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.

              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 non-profit corporation under the laws of Texas.

              The relevant sections of 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 it will indemnify a director, officer, member, committee member, employee, or agent of the corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the corporation. For the purposes of this article, an agent includes one who is or was serving at the corporation's request as a director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. 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,

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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, it will not indemnify any person in any situation in which indemnification is prohibited.

              (c)          Palestine Principal Healthcare Limited Partnership, Mexia Principal Healthcare Limited Partnership and PRHC-Ennis, L.P. are registered under the laws of Texas.

              The relevant sections of the TBOC referenced above may apply equally to partnerships to the extent they provide as such in their organizational documents.

              The Amended and Restated 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.

              Mexia Principal Healthcare Limited Partnership and PRHC-Ennis, L.P. Limited Partnership Agreements allow for indemnification to the fullest extent permitted by the laws under which it is organized.

Virginia Registrants

              (a)         Clinch Valley Medical Center, Inc. and PHC- Martinsville, Inc. are incorporated under the laws of Virginia.

              Under the Virginia Stock Corporation Act (the "VSCA"), 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, a Virginia corporation may indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation with a written statement of his or her good faith belief that he or she has met the standard of conduct prescribed by the Code of Virginia and furnishes the corporation with a written undertaking to repay any funds advanced if it is ultimately determined that he or she did not meet the relevant standard of conduct. In a proceeding by or in the right of the corporation, no indemnification shall be made, unless lawfully ordered by a court, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct. In any other proceeding, no indemnification shall be made, unless lawfully ordered by a court, if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Moreover, a corporation shall, unless limited by its articles of incorporation, indemnify a director or officer for reasonable expenses incurred who entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation.

              The VSCA caps the liability for monetary damages of a director or officer in a shareholder or derivative proceeding, and allows a corporation to provide complete indemnity for such actions if the indemnity is specified in the articles of incorporation or, if approved by the shareholders, in the bylaws, except against willful misconduct or a knowing violation of the criminal law. 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 VSCA are incorporated into this paragraph by reference. Virginia corporations are also permitted to purchase and maintain

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insurance on behalf of an individual who is or was a director or officer against liability asserted against or incurred by him in that capacity or arising from his status as a director or officer, whether or not the corporation would have power to indemnify him against the same liability under the Code.

              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 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.

              The Articles of Incorporation of PHC-Martinsville, Inc. provide:

                    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, or 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 Company as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an "indemnitee"). Notwithstanding the foregoing, the corporation shall not indemnify any such indemnitee (1) in any proceeding by the corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful insider trading or manipulation of the market under Section 13.1-692 of the VSCA.

                    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 VSCA, 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 VSCA 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 VSCA limits or restricts in any way the indemnification rights permitted by law as of the date

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      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.

              (b)         Clinch Valley Physicians Associates, LLC, Clinch Valley Pulmonology, LLC, Clinch Valley Urology, LLC, Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, 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 Clinch Valley Physicians Associates, LLC, Clinch Valley Pulmonology, Clinch Valley Urology, LLC and Orthopedics of Southwest Virginia, LLC provide that 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 law.

              The Operating Agreement of Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC provides:

                    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 the reasonableness of expenses and attorneys' fees, shall be determined by the Member. These determinations may be made before or after a claim for indemnification is made.

                    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.

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                    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.

Washington Registrant

              (a)         Care Health Company, Inc. is incorporated under the laws of Washington.

              Sections 23B.08.560 and 23B.08.570 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 indemnification claims for (i) acts or omissions finally adjudged to be intentional misconduct or a knowing violation of law, (ii) unlawful distributions under Section 23B.08.310 of the WCBA; or (iii) any transaction in which it was finally adjudged the director received a benefit to which the director was not entitled.

              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.08.510 or Section 23B.08.520.

              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, requires indemnification of officers and directors against reasonable to the extent the officer or director is wholly successful on the merits or otherwise in the defense of any action or suit against him giving rise to a claim of indemnification. In addition, the Code of West Virginia generally permits a West Virginia corporation 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.

              A West Virginia corporation may indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation with a written statement of his or her good faith belief that he or she has met the standard of conduct prescribed by the Code of West Virginia and furnishes the corporation with a written undertaking to repay any funds advanced if it is ultimately determined that he or she did not meet the relevant standard of conduct. Insurance may be purchased on behalf of any person

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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 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 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.

              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 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.

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              (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 Raleigh General Hospital, LLC provides that 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 West Virginia Uniform Limited Liability Company Act.

Item 16.    Exhibits

Exhibit
Number 		   
   Description of Exhibits
  1.1       Form of Underwriting Agreement.*

 
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
 
—
 
Fifth 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 September 15, 2014, File No. 000-51251).

 
4.1
 
—
 
Form of Senior Debt Securities Indenture.

 
4.2
 
—
 
Form of Subordinated Debt Securities Indenture.

 
4.3
 
—
 
Form of Senior Debt Securities (included in exhibit 4.1).

 
4.4
 
—
 
Form of Subordinated Debt Securities (included in exhibit 4.2).

 
4.5
 
—
 
Form of certificate of designation of preferred stock.*

 
4.6
 
—
 
Form of Warrant.*

 
4.7
 
—
 
Amended and Restated Rights Agreement, dated February 25, 2009, by and between LifePoint Hospitals, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Current Report on Form 8-K dated February 25, 2009, File No. 000-51251).

 
5.1
 
—
 
Opinion of White & Case LLP.

 
5.2
 
—
 
Opinion of Waller Lansden Dortch & Davis, LLP.

 
5.3
 
—
 
Opinion of Waller Lansden Dortch & Davis, LLP.

 
5.4
 
—
 
Opinion of Waller Lansden Dortch & Davis, LLP.

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Exhibit
Number 		   
   Description of Exhibits
  5.5   —   Opinion of Waller Lansden Dortch & Davis, LLP.

 
5.6
 
—
 
Opinion of Coppersmith Brockelman PLC.

 
5.7
 
—
 
Opinion of Gordon & Rees, LLP.

 
5.8
 
—
 
Opinion of Bingham Greenebaum Doll LLP.

 
5.9
 
—
 
Opinion of Polsinelli PC.

 
5.10
 
—
 
Opinion of Hancock, Daniel, Johnson & Nagle, P.C.

 
5.11
 
—
 
Opinion of Hancock, Daniel, Johnson & Nagle, P.C.

 
5.12
 
—
 
Opinion of Hancock, Daniel, Johnson & Nagle, P.C.

 
5.13
 
—
 
Opinion of Hancock, Daniel, Johnson & Nagle, P.C.

 
5.14
 
—
 
Opinion of Taylor Porter Brooks & Phillips, L.L.P.

 
5.15
 
—
 
Opinion of Plunkett Cooney, P.C.

 
5.16
 
—
 
Opinion of Gordon & Silver, Ltd.

 
5.17
 
—
 
Opinion of Lewis Roca Rothgerber LLP.

 
5.18
 
—
 
Opinion of Stoel Rives LLP.

 
5.19
 
—
 
Opinion of Stoel Rives LLP.

 
5.20
 
—
 
Opinion of Stradley Ronon Stevens & Young, LLP.

 
12.1
 
—
 
Statement Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by reference from exhibits to the LifePoint Hospitals, Inc. Annual Report on Form 10-K dated February 12, 2015, File No. 000-51251).

 
23.1
 
—
 
Consent of White & Case LLP (included in its opinion filed as Exhibit 5.1).

 
23.2
 
—
 
Consent of Waller Lansden Dortch & Davis, LLP (included in its opinion filed as Exhibit 5.2).

 
23.3
 
—
 
Consent of Waller Lansden Dortch & Davis, LLP (included in its opinion filed as Exhibit 5.3).

 
23.4
 
—
 
Consent of Waller Lansden Dortch & Davis, LLP (included in its opinion filed as Exhibit 5.4).

 
23.5
 
—
 
Consent of Waller Lansden Dortch & Davis, LLP (included in its opinion filed as Exhibit 5.5).

 
23.6
 
—
 
Consent of Coppersmith Brockelman PLC (included in its opinion filed as Exhibit 5.6).

 
23.7
 
—
 
Consent of Gordon & Rees, LLP (included in its opinion filed as Exhibit 5.7).

 
23.8
 
—
 
Consent of Bingham Greenebaum Doll LLP (included in its opinion filed as Exhibit 5.8).

 
23.9
 
—
 
Consent of Polsinelli PC (included in its opinion filed as Exhibit 5.9).

 
23.10
 
—
 
Consent of Hancock, Daniel, Johnson & Nagle, P.C. (included in its opinion filed as Exhibit 5.10).

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Exhibit
Number 		   
   Description of Exhibits
  23.11   —   Consent of Hancock, Daniel, Johnson & Nagle, P.C. (included in its opinion filed as Exhibit 5.11).

 
23.12
 
—
 
Consent of Hancock, Daniel, Johnson & Nagle, P.C. (included in its opinion filed as Exhibit 5.12).

 
23.13
 
—
 
Consent of Hancock, Daniel, Johnson & Nagle, P.C. (included in its opinion filed as Exhibit 5.13).

 
23.14
 
—
 
Consent of Taylor Porter Brooks & Phillips, L.L.P. (included in its opinion filed as Exhibit 5.14).

 
23.15
 
—
 
Consent of Plunkett Cooney, P.C. (included in its opinion filed as Exhibit 5.15).

 
23.16
 
—
 
Consent of Gordon & Silver, Ltd. (included in its opinion filed as Exhibit 5.16).

 
23.17
 
—
 
Consent of Lewis Roca Rothgerber LLP (included in its opinion filed as Exhibit 5.17).

 
23.18
 
—
 
Consent of Stoel Rives LLP (included in its opinion filed as Exhibit 5.18).

 
23.19
 
—
 
Consent of Stoel Rives LLP (included in its opinion filed as Exhibit 5.19).

 
23.20
 
—
 
Consent of Stradley Ronon Stevens & Young, LLP (included in its opinion filed as Exhibit 5.20).

 
23.21
 
—
 
Consent of Independent Registered Public Accounting Firm.

 
24.1
 
—
 
Powers of Attorney (included on the signature pages hereto).

 
25.1
 
—
 
Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. under the Trust Indenture Act of 1939, as amended, of Trustee for the form of the Senior Debt Securities Indenture.

 
25.2
 
—
 
Form T-1 Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. under the Trust Indenture Act of 1939, as amended, of Trustee for the form of the Subordinated Debt Securities Indenture.
*
To be filed, if necessary, with an amendment to the registration statement or as an exhibit to a document incorporated by reference herein.

Item 17.    Undertakings

              (a)         Each of the undersigned registrants hereby undertakes:

      (1)
      To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i)
      to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii)
      to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the

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            estimated maximum offering range may be reflected in the form of prospectus filed with the SEC 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;

          provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

      (2)
      That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3)
      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (4)
      That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

      A.
      Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

      B.
      Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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      (5)
      That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

      (i)
      Any preliminary prospectus or prospectus of an undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

      (ii)
      Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned Registrant or used or referred to by an undersigned Registrant;

      (iii)
      The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and

      (iv)
      Any other communication that is an offer in the offering made by an undersigned Registrant to the purchaser.

              (b)         That, for purposes of determining any liability under the Securities Act of 1933, each filing of Registrant's annual report pursuant to Section 13(a) or 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 and controlling persons of each Registrant pursuant to the foregoing provisions, or otherwise, each Registrant has been advised that in the opinion of the SEC 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 a Registrant of expenses incurred or paid by a director, officer or controlling person of a 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, that 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.

              (d)         The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act ("Act") in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act.

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SIGNATURES

              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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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)   February 27, 2015

/s/ LEIF M. MURPHY
 Leif M. Murphy
 
Executive Vice President, Chief Financial Officer and Chief Development Officer
 
February 27, 2015

/s/ MICHAEL S. COGGIN
 Michael S. Coggin
 
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
 
February 27, 2015

/s/ GREGORY T. BIER
 Gregory T. Bier
 
Director
 
February 27, 2015

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Signature
 
Title
 
Date

 
 
 
 
 
/s/ RICHARD H. EVANS
 Richard H. Evans		   Director   February 27, 2015

/s/ DEWITT EZELL, JR.
 DeWitt Ezell, Jr.
 
Director
 
February 27, 2015

/s/ MICHAEL P. HALEY
 Michael P. Haley
 
Director
 
February 27, 2015

/s/ MARGUERITE W. KONDRACKE
 Marguerite W. Kondracke
 
Director
 
February 27, 2015

/s/ JOHN E. MAUPIN, JR.
 John E. Maupin, Jr.
 
Director
 
February 27, 2015

/s/ OWEN G. SHELL, JR.
 Owen G. Shell, Jr.
 
Lead Director
 
February 27, 2015

/s/ REED V. TUCKSON
 Reed V. Tuckson
 
Director
 
February 27, 2015

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 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Bell Physician Practices, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ JESS JUDY
 Jess Judy
 
President, Director
 
February 27, 2015

/s/ JEREMY CLARK
 Jeremy Clark
 
Director
 
February 27, 2015

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 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Clinch Valley Medical Center, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ JEFFREY G. SERAPHINE
 Jeffrey G. Seraphine
 
President, Director
 
February 27, 2015

/s/ THOMAS H. BUTLER, JR.
 Thomas H. Butler, Jr.
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Community Hospital of Andalusia, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Dodge City Healthcare Partner, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Kentucky Physician Services, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ JESS N. JUDY
 Jess N. Judy
 
President, Director
 
February 27, 2015

/s/ JEREMY D. CLARK
 Jeremy D. Clark
 
Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

LifePoint Acquisition Corp.

  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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DARRYL E. SMITH
 Darryl E. Smith
 
Secretary and Treasurer
 
February 27, 2015

/s/ PENNY BRAKE
 Penny Brake
 
Director
 
February 27, 2015

/s/ CHRISTOPHER J. MONTE
 Christopher J. Monte
 
Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

LifePoint Medical Group—Hillside, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ JESS N. JUDY
 Jess N. Judy
 
President, Director
 
February 27, 2015

/s/ JEREMY D. CLARK
 Jeremy D. Clark
 
Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Memorial Hospital of Martinsville & Henry

County Ambulatory Surgery Center, LLC

By: Sole Member

PHC-Martinsville, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ JEFFREY G. SERAPHINE
 Jeffrey G. Seraphine
 
President, Director
 
February 27, 2015

/s/ THOMAS H. BUTLER, JR.
 Thomas H. Butler, Jr.
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Mexia-Principal, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Palestine-Principal 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ R. SCOTT RAPLEE
 R. Scott Raplee
 
President, Director
 
February 27, 2015

/s/ JONATHAN C. WALL
 Jonathan C. Wall
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Palestine Principal Healthcare Limited Partnership

By: General Partner

Palestine-Principal 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ R. SCOTT RAPLEE
 R. Scott Raplee
 
President, Director
 
February 27, 2015

/s/ JONATHAN C. WALL
 Jonathan C. Wall
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Palestine Principal Healthcare Limited Partnership

By: Limited Partner

Principal Hospital Company of Nevada, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Cleveland, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ R. SCOTT RAPLEE
 R. Scott Raplee
 
President, Director
 
February 27, 2015

/s/ JONATHAN C. WALL
 Jonathan C. Wall
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Elko, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE W. FRANTZ
 Steve W. Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Fort Mohave, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Fort Morgan, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE W. FRANTZ
 Steve W. Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Lake Havasu, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Las Cruces, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Los Alamos, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Martinsville, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ JEFFREY G. SERAPHINE
 Jeffrey G. Seraphine
 
President, Director
 
February 27, 2015

/s/ THOMAS H. BUTLER, JR.
 Thomas H. Butler, Jr.
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Palestine, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ R. SCOTT RAPLEE
 R. Scott Raplee
 
President, Director
 
February 27, 2015

/s/ JONATHAN C. WALL
 Jonathan C. Wall
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PRHC-Ennis 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Principal Hospital Company of Nevada, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Texas Specialty Physicians

  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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ JESS N. JUDY
 Jess N. Judy
 
President
 
February 27, 2015

/s/ PHILLIP JONES, M.D.
 Phillip Jones, M.D.
 
Director
 
February 27, 2015

/s/ KODY YERGER, M.D.
 Kody Yerger, M.D.
 
Director
 
February 27, 2015

/s/ JERRY W. SIMMONS, M.D.
 Jerry W. Simmons, M.D.
 
Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

West Virginia Management Services Organization, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ JEFFREY G. SERAPHINE
 Jeffrey G. Seraphine
 
President, Director
 
February 27, 2015

/s/ THOMAS H. BUTLER, JR.
 Thomas H. Butler, Jr.
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

REGISTRANTS (as listed on the attached Schedule II of Subsidiary Registrants)

By: Sole Member

LifePoint Holdings 2, LLC

  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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Ashland Physician Services, LLC

By: Sole Member

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Ashland Physician Services, LLC

By: Sole Member

PHC-Ashland, L.P.

By: Limited Partner

Principal Hospital Company of Nevada, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

HRMC, LLC

By: Sole Member

PHC-Lake Havasu, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Principal Knox, L.L.C

By: Sole Member

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Kansas Healthcare Management Services, LLC

By: General 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

REGISTRANTS

Clinch Professional Physician Services, LLC

Clinch Valley Physicians Associates, LLC

Clinch Valley Pulmonology, LLC

Clinch Valley Urology, LLC

Orthopedics of Southwest Virginia, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Bartow Healthcare System, Ltd.

By: General Partner

Bartow General Partner, LLC

By: Managing Member

LifePoint Holdings 2, LLC

By: 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Bartow Healthcare System, Ltd.

By: Limited Partner

Bartow Memorial Limited Partner, LLC

By: Managing Member

LifePoint Holdings 2, LLC

By: 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

LifePoint Corporate Services, General Partnership

By: General Partner

HSCGP, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

LifePoint of Georgia, Limited Partnership

By: General Partner

LifePoint of GAGP, LLC

By: Managing Member

LifePoint Holdings 2, LLC

By: 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Mexia Principal Healthcare Limited Partnership

By: General Partner

Mexia-Principal, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

REGISTRANTS
Mexia Principal Healthcare Limited Partnership
PHC-Ashland, L.P.
PRHC-Ennis, L.P.
By: Limited Partner
Principal Hospital Company of Nevada, 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

REGISTRANTS

PHC-Minden, L.P.

PHC-Opelousas, L.P.

By: Limited Partner

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PHC-Morgan City, L.P.

By: Limited 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

PRHC-Ennis, L.P.

By: General Partner

PRHC-Ennis 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DONALD J. BIVACCA
 Donald J. Bivacca
 
President, Director
 
February 27, 2015

/s/ STEVE FRANTZ
 Steve Frantz
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


 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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Principal Knox, L.P.

By: Limited 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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ DAVID M. DILL
 David M. Dill
 
President, Director
 
February 27, 2015

/s/ PAUL D. GILBERT
 Paul D. Gilbert
 
Executive Vice President, Director
 
February 27, 2015

Table of Contents


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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on the 27th day of February, 2015.

Zone, Incorporated

  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 Leif M. Murphy, 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-3, 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   February 27, 2015

/s/ R. SCOTT RAPLEE
 R. Scott Raplee
 
President, Director
 
February 27, 2015

/s/ JONATHAN C. WALL
 Jonathan C. Wall
 
Chief Financial Officer, Director
 
February 27, 2015

Table of Contents

Schedule I: Registrants

AMERICA MANAGEMENT COMPANIES, LLC
LIFEPOINT BILLING SERVICES, LLC
By: LifePoint Corporate Services, General Partnership

ACQUISITION BELL HOSPITAL, LLC
AMG-CROCKETT, LLC
AMG-LIVINGSTON, LLC
AMG-LOGAN, LLC
AMG-SOUTHERN TENNESSEE, LLC
AMG-TRINITY, LLC
ANDALUSIA PHYSICIAN PRACTICES, LLC
ATHENS PHYSICIANS PRACTICE, LLC
ATHENS REGIONAL MEDICAL CENTER, LLC
ATHENS SURGERY CENTER PARTNER, LLC
BARTOW GENERAL PARTNER, LLC
BARTOW MEMORIAL LIMITED PARTNER, LLC
BELL JV, LLC
CLARK REGIONAL PHYSICIAN PRACTICES, 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
DLP PARTNER, LLC
DLP PARTNER CONEMAUGH, LLC
DLP PARTNER MARQUETTE, LLC
DLP PARTNER MEDWEST, LLC
DLP PARTNER TWIN COUNTY, LLC
DLP PARTNER WILSON RUTHERFORD, LLC
FAUQUIER PARTNER, LLC
GEORGETOWN REHABILITATION, LLC
HDP ANDALUSIA, LLC
HDP GEORGETOWN, LLC
HILLSIDE HOSPITAL, LLC
HSC MANAGER, LLC
HST PHYSICIAN PRACTICE, LLC
HTI GEORGETOWN, LLC
HTI PINELAKE, LLC
KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC
KENTUCKY HOSPITAL, LLC
KENTUCKY MEDSERV, LLC
LAKELAND COMMUNITY HOSPITAL, LLC
LAKELAND PHYSICIAN PRACTICES, LLC
LHSC, LLC
LIFEPOINT OF GAGP, LLC
LIFEPOINT OF KENTUCKY, LLC
LIFEPOINT OF LAKE CUMBERLAND, LLC
LIFEPOINT PSO, LLC
LIVINGSTON REGIONAL HOSPITAL, LLC
LOGAN MEDICAL, LLC

Table of Contents

MEADOWVIEW RIGHTS, LLC
MERCY PHYSICIAN PRACTICES, LLC
NASON MEDICAL CENTER, LLC
NASON PHYSICIAN PRACTICES, LLC
NORTHWEST MEDICAL CENTER-WINFIELD, LLC
NORTON PARTNER, LLC
NWMC-WINFIELD ANESTHESIA PHYSICIANS, LLC
NWMC-WINFIELD HOSPITALIST PHYSICIANS, LLC
NWMC-WINFIELD PHYSICIAN PRACTICES, LLC
OMNIPOINT SURGICAL ASSOCIATES, LLC
OPELOUSAS IMAGING CENTER PARTNER, LLC
PIEDMONT PARTNER, LLC
PORTAGE 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
RIVERVIEW PHYSICIAN PRACTICES, LLC
RUSSELLVILLE HOSPITAL, LLC
RUSSELLVILLE 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
SUMNER PHYSICIAN PRACTICES, LLC
SUMNER REAL ESTATE HOLDINGS, LLC
SUMNER REGIONAL MEDICAL CENTER, LLC
THM PHYSICIAN PRACTICE, LLC
TROUSDALE MEDICAL CENTER, LLC
TROUSDALE PHYSICIAN PRACTICES, LLC
VILLE PLATTE MEDICAL CENTER, LLC
WOODS MEMORIAL HOSPITAL, LLC
WYTHE COUNTY COMMUNITY HOSPITAL, LLC
WYTHE COUNTY PHYSICIAN PRACTICES, LLC
By: LifePoint Holdings 2, 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

DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC
TWO RIVERS PHYSICIAN PRACTICES, LLC
By: Danville Regional Medical Center, LLC

Table of Contents

DODGE CITY HEALTHCARE GROUP, LLC
By: Western Plains Regional Hospital, LLC

LOGAN HEALTHCARE PARTNER, LLC
By: Logan General Hospital, LLC

OPELOUSAS PET/CT IMAGING CENTER, LLC
By: Opelousas Imaging Center Partner, LLC

PUTNAM AMBULATORY SURGERY CENTER, LLC
By: Putnam Community Medical Center, LLC

SST COMMUNITY HEALTH, L.L.C.
By: Sumner Regional Medical Center, LLC

WESTERN PLAINS PHYSICIAN PRACTICES, LLC
By: Dodge City Healthcare Group. LLC

ASHLEY VALLEY MEDICAL CENTER, LLC
ASHLEY VALLEY PHYSICIAN PRACTICE, LLC
CASTLEVIEW MEDICAL, LLC
GUYAN VALLEY HOSPITAL, LLC
HALSTEAD HOSPITAL, LLC
HSCGP, LLC
LANDER VALLEY PHYSICIAN PRACTICES, LLC
LIFEPOINT CSLP, LLC
LIFEPOINT HOLDINGS 2, LLC
LOGAN GENERAL HOSPITAL, LLC
POITRAS PRACTICE, LLC
RIVERTON ONCOLOGY PRACTICE, LLC
RIVERTON PHYSICIAN PRACTICES, LLC
RIVERTON MEMORIAL HOSPITAL, LLC
WESTERN PLAINS REGIONAL HOSPITAL, 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

Table of Contents

WOODFORD HOSPITAL, LLC
By: Lifepoint of Kentucky, LLC

LAKE CUMBERLAND CARDIOLOGY ASSOCIATES, LLC
LAKE CUMBERLAND PHYSICIAN PRACTICES, LLC
LAKE CUMBERLAND REGIONAL HOSPITAL, LLC
LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL ORGANIZATION, LLC
LCMC MRI, LLC
LCMC PET, LLC
SOMERSET SURGERY PARTNER, LLC
By: Lifepoint of Lake Cumberland, LLC

LAMAR SURGERY CENTER, LP
THE MRI CENTER OF NORTHWEST ALABAMA, LLC
By: Northwest Medical Center-Winfield, LLC

Schedule III: Registrants

BOLIVAR PHYSICIAN PRACTICES, LLC
COLORADO PLAINS PHYSICIAN PRACTICES, LLC
LAS CRUCES CARDIOLOGY GROUP, LLC
LAS CRUCES ENDOSCOPY PARTNER, LLC
LAS CRUCES PHYSICIAN PRACTICES, LLC
LOS ALAMOS PHYSICIAN PRACTICES, LLC
MARTINSVILLE PHYSICIAN PRACTICES, LLC
MEMORIAL PROMPT CARE, 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-4.1 2 a2223189zex-4_1.htm EX-4.1

Exhibit 4.1

 

 

 

 

LIFEPOINT HOSPITALS, INC.

 

as Issuer

 

and

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

as Trustee

 

 

INDENTURE

 

Dated as of [                    ]

 

 

SENIOR DEBT SECURITIES

 

 

 

 

 


 

CROSS-REFERENCE TABLE*

 

Trust Indenture Act Section

 

Indenture Section

310(a)(1)

 

7.10

(a)(2)

 

7.10

(a)(3)

 

N.A.

(a)(4)

 

N.A.

(a)(5)

 

7.10

(b)

 

7.10

(c)

 

N.A.

311(a)

 

7.11

(b)

 

7.11

(c)

 

N.A.

312(a)

 

2.07

(b)

 

13.03

(c)

 

13.03

313(a)

 

7.06

(b)(1)

 

7.06

(b)(2)

 

7.07

(c)

 

7.06; 13.02

(d)

 

7.06

314(a)

 

4.03; 13.05

(b)

 

N.A.

(c)(1)

 

13.04

(c)(2)

 

13.04

(c)(3)

 

N.A.

(d)

 

N.A.

(e)

 

13.05

(f)

 

N.A.

315(a)

 

7.01

(b)

 

7.05; 13.02

(c)

 

7.01

(d)

 

7.01

(e)

 

6.11

316(a) (last sentence)

 

2.11

(a)(1)(A)

 

6.05

(a)(1)(B)

 

6.04

(a)(2)

 

N.A.

(b)

 

6.07

(c)

 

2.14

317(a)(1)

 

6.08

(a)(2)

 

6.09

(b)

 

2.06

318(a)

 

13.01

(b)

 

N.A.

(c)

 

13.01

 

N.A. means not applicable.

*                 This Cross Reference Table is not part of this Indenture.

 


 

Table of Contents

 

 

 

Page

 

 

Article I DEFINITIONS AND INCORPORATION BY REFERENCE

1

 

 

Section 1.01

Definitions

1

Section 1.02

Other Definitions

6

Section 1.03

Incorporation by Reference of Trust Indenture Act

6

Section 1.04

Rules of Construction

6

 

 

 

Article II THE SECURITIES

7

 

 

Section 2.01

Form Generally

7

Section 2.02

Securities in Global Form

7

Section 2.03

Title and Terms

8

Section 2.04

Execution, Authentication, Delivery and Dating

10

Section 2.05

Registrar and Paying Agent

11

Section 2.06

Paying Agent to Hold Money in Trust

11

Section 2.07

Holder Lists

12

Section 2.08

Registration, Registration of Transfer and Exchange

12

Section 2.09

Replacement Securities

14

Section 2.10

Outstanding Securities

14

Section 2.11

Treasury Securities

15

Section 2.12

Temporary Securities

15

Section 2.13

Cancellation

15

Section 2.14

Payment of Interest

15

Section 2.15

Persons Deemed Owners

15

Section 2.16

Computation of Interest

16

Section 2.17

CUSIP Numbers

16

 

 

 

Article III REDEMPTION AND PREPAYMENT

16

 

 

Section 3.01

Right to Redeem; Notices to Trustee

16

Section 3.02

Selection of Securities to Be Redeemed

16

Section 3.03

Notice of Redemption to Holders

17

Section 3.04

Effect of Notice of Redemption

17

Section 3.05

Deposit of Redemption Price

18

Section 3.06

Securities Redeemed in Part

18

 

 

 

Article IV COVENANTS

18

 

 

Section 4.01

Payment of Securities

18

Section 4.02

Maintenance of Office or Agency

18

Section 4.03

Reports

19

Section 4.04

Compliance Certificate

19

 

 

 

Article V SUCCESSORS

19

 

 

Section 5.01

Merger, Consolidation, or Sale of Assets

19

Section 5.02

Successor Corporation Substituted

20

 

 

 

Article VI DEFAULTS AND REMEDIES

20

 

 

Section 6.01

Events of Default

20

Section 6.02

Acceleration

21

Section 6.03

Other Remedies

21

Section 6.04

Waiver of Past Defaults

22

Section 6.05

Control by Majority

22

Section 6.06

Limitation on Suits

22

 

i


 

 

 

Page

 

 

 

Section 6.07

Rights of Holders of Securities to Receive Payment

22

Section 6.08

Collection Suit by Trustee

23

Section 6.09

Trustee May File Proofs of Claim

23

Section 6.10

Priorities

23

Section 6.11

Undertaking for Costs

23

 

 

 

Article VII TRUSTEE

24

 

 

Section 7.01

Duties of Trustee

24

Section 7.02

Rights of Trustee

25

Section 7.03

Individual Rights of Trustee

26

Section 7.04

Trustee’s Disclaimer

26

Section 7.05

Notice of Defaults

26

Section 7.06

Reports by Trustee to Holders of the Securities

26

Section 7.07

Compensation and Indemnity

26

Section 7.08

Replacement of Trustee

27

Section 7.09

Successor Trustee by Merger, etc.

28

Section 7.10

Eligibility; Disqualification

28

Section 7.11

Preferential Collection of Claims Against Company

28

 

 

 

Article VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE

28

 

 

Section 8.01

Option to Effect Legal Defeasance or Covenant Defeasance

28

Section 8.02

Legal Defeasance and Discharge

29

Section 8.03

Covenant Defeasance

29

Section 8.04

Conditions to Legal or Covenant Defeasance

29

Section 8.05

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

30

Section 8.06

Repayment to Company

30

Section 8.07

Reinstatement

31

 

 

 

Article IX AMENDMENT, SUPPLEMENT AND WAIVER

31

 

 

Section 9.01

Without Consent of Holders of Securities

31

Section 9.02

With Consent of Holders of Securities

32

Section 9.03

Compliance with Trust Indenture Act

33

Section 9.04

Revocation and Effect of Consents

33

Section 9.05

Notation on or Exchange of Securities

33

Section 9.06

Trustee to Sign Amendments, etc.

34

Section 9.07

Effect of Supplemental Indentures

34

 

 

 

Article X SINKING FUNDS

34

 

 

Section 10.01

Applicability of Article

34

Section 10.02

Satisfaction of Sinking Fund Payments with Securities

34

Section 10.03

Redemption of Securities for Sinking Fund

34

 

 

 

Article XI SECURITY GUARANTEES

35

 

 

Section 11.01

Applicability of this Article

35

Section 11.02

Guarantee

35

Section 11.03

Limitation on Guarantor Liability

36

Section 11.04

Release of Guarantors

36

 

 

 

Article XII SATISFACTION AND DISCHARGE

36

 

 

Section 12.01

Satisfaction and Discharge

36

 

ii


 

 

 

Page

 

 

 

Section 12.02

Application of Trust Money

37

 

 

 

Article XIII MISCELLANEOUS

37

 

 

Section 13.01

Trust Indenture Act Controls

37

Section 13.02

Notices

37

Section 13.03

Communication by Holders of Securities with Other Holders of Securities

38

Section 13.04

Certificate and Opinion as to Conditions Precedent

39

Section 13.05

Statements Required in Certificate or Opinion

39

Section 13.06

Rules by Trustee and Agents

40

Section 13.07

No Personal Liability of Directors, Officers, Employees and Stockholders

40

Section 13.08

Governing Law

40

Section 13.09

No Adverse Interpretation of Other Agreements

40

Section 13.10

Successors

40

Section 13.11

Severability

40

Section 13.12

Counterpart Originals

40

Section 13.13

Table of Contents, Headings, etc.

40

Section 13.14

Waiver of Jury Trial

40

Section 13.15

Tax Withholding

40

Section 13.16

Force Majeure

41

 

iii

 

INDENTURE dated as of [              ] between LifePoint Hospitals, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

 

The Company has duly authorized the execution and delivery of this Indenture (as defined herein) to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (herein called the “Securities”) to be issued in one or more series as provided in this Indenture.

 

For and in consideration of the premises and purchase of the Securities by the Holders (as defined herein) thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the Securities of each series thereof as follows:

 

ARTICLE I

 

DEFINITIONS AND INCORPORATION BY REFERENCE

 

Section 1.01         Definitions.

 

“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 shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

 

“Agent” means any Registrar, Paying Agent or co-registrar.

 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

 

“Bearer Security” means any Security, including any interest coupons appertaining thereto, that does not provide for the identification of the Holder thereof.

 

“Board of Directors” means the board of directors of the Company (or any duly authorized committee thereof);

 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

 

“Business Day” means any day other than a Legal Holiday.

 

“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:

 

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

 

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

 

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

 


 

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

 

“Company” means LifePoint Hospitals, Inc., and any and all successors thereto.

 

“Company Order” means a written order signed in the name of the Company by an Officer of the Company and delivered to the Trustee or, with respect to Sections 2.04, 2.08, 2.09, 2.12 and 9.05 any other employee of the Company named in an Officers’ Certificate delivered to the Trustee.

 

“Corporate Trust Office of the Trustee” means the designated office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 900 Ashwood Parkway, Suite 425,  Atlanta, Georgia 30338, Attention:  Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

 

“Credit Agreement” means the Credit Agreement, dated as of July 24, 2012, by and among the Company, as borrower, the lenders parties thereto, Citibank, N.A., as administrative agent, Bank of America, N.A. and Barclays Bank plc, as co-syndication agents and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank plc, as lead arrangers and bookrunners, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended by the Incremental Facility Amendment No. 1, dated February 6, 2013, and as further 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).

 

“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.

 

“Depositary” means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified pursuant to Section 2.03(a) hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

 

“Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02 hereof.

 

“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.

 

“Electronic Means” means the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

 

“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).

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such

 

2


 

other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of determination.

 

“Global Security” or “Global Securities” means any Security or Securities, as the case may be, in the form established pursuant to Section 2.02 evidencing all or a part of a series of Securities issued to the Depositary of such series or its nominee and registered in the name of such Depositary or nominee.

 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

 

“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.

 

“Guarantor” means with respect to Securities of any series, any Domestic Subsidiary who has guaranteed the Company’s obligations under this Indenture and with respect to such series of Securities pursuant to Article 11 hereof; provided that upon the release and discharge of any Person from its Security Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.

 

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates.

 

“Holder” means a Person in whose name a Security is registered.

 

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

 

(a)           in respect of borrowed money;

 

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

 

(c)           in respect of banker’s acceptances;

 

(d)           representing Capital Lease Obligations;

 

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

 

(f)            representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet 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.   The amount of any Indebtedness issued with original issue discount will be the accreted value of such Indebtedness.

 

“Indenture” means this Indenture, as amended or supplemented from time to time.

 

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“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

 

“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.

 

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

 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

 

“Officers’ Certificate” means a certificate signed on behalf of the Company or, if applicable, a Guarantor, by two Officers of the Company, one of whom, solely for purposes of Section 4.04 hereof, must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.

 

“Opinion of Counsel” means, as to the Company or, if applicable, a Guarantor, an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. “Redemption Date,” when used with respect to any Security to be redeemed, shall mean the date specified for redemption of such Security in accordance with the terms of such Security and this Indenture.

 

“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

 

“Registered Security” means any Security in the form (to the extent applicable thereto) established pursuant to Section 2.01 hereof which is registered on the books of the Registrar.

 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified for that purpose as contemplated by Section 2.03(a) hereof.

 

“Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt.

 

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above

 

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designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

 

“Restricted Subsidiary” means any direct or indirect Subsidiary of the Company other than an Unrestricted Subsidiary.

 

“SEC” means the Securities and Exchange Commission.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Security Guarantee” means, with respect to the Securities of any series, the Guarantee with respect to the Securities of such series by each Guarantor pursuant to Article 11 hereof and a supplemental indenture.

 

“Securities” has the meaning assigned to it in the preamble to this Indenture.

 

“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.

 

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of any issue means a date fixed by the Trustee pursuant to Section 2.14 hereof.

 

“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.

 

“Subsidiary” means, (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 the Company and/or by 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.

 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

 

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

 

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

 

(a)           has no Indebtedness other than Indebtedness that is without recourse to the Company or its Restricted Subsidiaries;

 

(b)           is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

 

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(c)           is a Person with respect to which neither the Company 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

 

(d)           has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

 

“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.

 

Section 1.02         Other Definitions.

 

Term

 

Defined in Section

“Covenant Defeasance”

 

8.03

“Defaulted Interest”

 

2.14

“Event of Default”

 

6.01

“Legal Defeasance”

 

8.02

“Paying Agent”

 

2.05

“Registrar”

 

2.05

 

Section 1.03         Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings: “indenture securities” means the Securities; “indenture security Holder” means a Holder of a Security; “indenture to be qualified” means this Indenture; “indenture trustee” or “institutional trustee” means the Trustee; and “obligor” on the Securities and the Security Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Securities and the Security Guarantees, respectively.

 

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

 

Section 1.04         Rules of Construction.  Unless the context otherwise requires:

 

(a)           a term has the meaning assigned to it;

 

(b)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

 

(c)           “or” is not exclusive;

 

(d)           words in the singular include the plural, and in the plural include the singular;

 

(e)           provisions apply to successive events and transactions; and

 

(f)            references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

 

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ARTICLE II

 

THE SECURITIES

 

Section 2.01         Form Generally.  The Securities of each series shall be substantially in the form of Exhibit A hereto or in such other form as shall be established by delivery to the Trustee of an Officers’ Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities as evidenced by their execution of the Securities.

 

The permanent Securities shall be printed, lithographed, engraved or cord processed or produced by any combination of these methods or may be produced in any other manner, provided that such method is permitted by the rules of any securities exchange on which such Securities may be listed, all as determined by the Officers executing such Securities as evidenced by their execution of such Securities.

 

Section 2.02         Securities in Global Form. If Securities of a series are issuable as a Global Security, as specified as contemplated by Section 2.03(a) hereof, then, notwithstanding clause (9) of Section 2.03(a) hereof and the provisions of Section 2.03(b) hereof, any such Global Security shall represent such of the outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Each Global Security shall bear legends as set forth in Exhibit A hereto.  Any endorsement of a Global Security to reflect the aggregate principal amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by the Holder thereof as required by Section 2.08 hereof.

 

Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Permanent Global Securities will be issued in definitive form.

 

The provisions of the last sentence of Section 2.04 hereof shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company, and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 13.04 or 13.05 hereof and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.04 hereof.

 

Notwithstanding the provisions of Sections 2.02 and 2.14 hereof, unless otherwise specified as contemplated by Section 2.03(a) hereof, payment of principal of and any interest on any Global Security shall be made to the person or persons specified therein.

 

None of the Company, the Guarantor, if any, the Trustee of such series of Securities, any Paying Agent or Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

 

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Section 2.03         Title and Terms.

 

(a)           The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.  The Securities may be issued in one or more series.  There shall be established and, subject to Section 2.04 hereof, set forth, or determined in the manner provided, in an Officers’ Certificate or established in one or more indentures supplemental hereto, prior to the issuances of Securities of any series, any or all of the following, as applicable:

 

(1)           the title and series designation of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);

 

(2)           any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.08, 2.09, 2.12, 3.06, 9.05 or 10.03 hereof and except for any Securities which, pursuant to Section 2.04 hereof, are deemed never to have been authenticated and delivered hereunder);

 

(3)           the price or prices at which the Securities of the series will be issued;

 

(4)           if the Securities of the series will be guaranteed and the terms of any such Security Guarantees;

 

(5)           the date or dates on which the principal amount and premium, if any, of the Securities of the series is payable;

 

(6)           the interest rate or rates or the method for calculating the interest rate, which may be fixed or variable, of the Securities of the series, the date or dates from which any such interest shall accrue and the Interest Payment Dates on which such interest shall be payable, subject to the right, if any, of the Company to defer or extend an Interest Payment Date and the duration of such deferral or extension;

 

(7)           the place or places where, subject to the provisions of Section 4.02 hereof, the principal of, premium, if any, and interest on Securities of the series will be payable and where any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;

 

(8)           the right, if any, to redeem the Securities of the series and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part;

 

(9)           any mandatory or optional sinking fund or analogous provisions;

 

(10)         whether the Securities of the series will be secured and any provisions relating to the security provided;

 

(11)         if and the terms and conditions upon which the Securities of the series may or must be converted into securities of the Company or exchanged for securities of the Company or another enterprise;

 

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(12)         if other than the principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02 hereof;

 

(13)         whether the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 8.04 or 8.05 hereof or both such Sections and, if other than by an Officers’ Certificate, the manner in which any election by the Company to defease such Securities shall be evidenced;

 

(14)         any addition to or change in the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02 hereof;

 

(15)         if other than U.S. dollars, the currency or currencies in which payment of the principal of, premium, if any, and interest on the Securities of the series shall be payable and whether the Securities of the series may be satisfied and discharged other than as provided in Article 8 hereof;

 

(16)         any terms applicable to Original Issue Discount, if any, (as that term is defined in the Internal Revenue Code of 1986 and the Regulations thereunder) including the rate or rates at which such Original Issue Discount, if any, shall accrue;

 

(17)         if the Securities of the series may be issued or delivered (whether upon original issuance or upon exchange of a temporary Security of such series or otherwise), or any installment of principal of, or any premium or interest is payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions in addition to those specified in this Indenture, the form and terms of such certificates, documents or conditions;

 

(18)         whether the Securities of the series may be represented initially by a Security in temporary or permanent global form and, if so, the Depositary with respect to any such temporary or permanent Global Security, and if other than as provided in Section 2.08 or 2.12 hereof, as applicable, whether and the circumstances under which beneficial owners of interests in any such temporary or permanent Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination;

 

(19)         whether Securities of the series are to be issued as Registered Securities, Bearer Securities or both, the terms and conditions relating to the applicable form, including, but not limited to, tax compliance, registration and transfer procedures and, if in registered form, the denominations in which any Registered Securities of the series will be issuable if other than denominations of $1,000 and any integral multiple thereof and if in bearer form, the denominations in which any Bearer Securities will be issuable;

 

(20)         any special United States federal income tax considerations applicable to the Securities of the series;

 

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(21)         any addition to or change in the covenants set forth in Article 4 which apply to Securities of the series; and

 

(22)         any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(i) hereof).

 

All Securities of any one series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to an Officers’ Certificate pursuant to this Section 2.03(a) or in any indenture supplemental hereto.

 

All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such series.

 

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of any appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

 

(b)           Unless otherwise provided as contemplated by Section 2.03(a) hereof with respect to any series of Securities, the Securities of such series shall be issuable in denominations of $1,000 or integral multiples thereof.

 

Section 2.04         Execution, Authentication, Delivery and Dating. At least one Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time a Security is authenticated, the Security shall nevertheless be valid.

 

A Security shall not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

 

At any time and from time to time after the execution and delivery of this Indenture (and subject to delivery of an Officers’ Certificate or a supplemental indenture as set forth in Section 2.03(a) hereof with respect to the initial issuance of Securities of any series), the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities.  If the forms or terms of the Securities of the series have been established in or pursuant to one or more Officers’ Certificates as permitted by Sections 2.01 and 2.03(a) hereof, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating:

 

(a)           that the form or forms and terms of such Securities have been duly authorized by the Company and established in conformity with the provisions of this Indenture; and

 

(b)           that such Securities when authenticated and delivered by the Trustee or its authenticating agent and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to customary exceptions.

 

Notwithstanding the provisions of Section 2.03(a) hereof and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the

 

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Officers’ Certificate otherwise required pursuant to Section 2.03(a) hereof and the Opinion of Counsel required by the preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

 

Each Security shall be dated the date of its authentication.

 

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.  The Trustee’s certificate of authentication shall be in substantially the following form:

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

Dated:

The Bank of New York Mellon Trust Company,

 

N.A., as Trustee

 

By:

 

 

 

 

 

Authorized Signatory

 

Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 hereof together with a written statement (which need not comply with Section 13.04 or 13.05 hereof and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

 

Section 2.05         Registrar and Paying Agent.  The Company shall maintain, with respect to each series of Securities, an office or agency where such Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Securities may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

 

The Company initially appoints the Trustee to act as the Registrar and Paying Agent.

 

Section 2.06         Paying Agent to Hold Money in Trust.  The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders of Securities of any series or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on such series of Securities, and will notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for

 

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the money.  If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Securities.

 

Section 2.07         Holder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders of each series of Securities and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of such series of Securities and the Company shall otherwise comply with TIA § 312(a).

 

Section 2.08         Registration, Registration of Transfer and Exchange.  Upon surrender for registration of transfer of any Securities of a series at an office or agency of the Company designated pursuant to Section 4.02 hereof for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount.  The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange (other than any exchange of a temporary Security for a permanent Security not involving any change in ownership or any exchange pursuant to Section 2.12, 3.06, 9.05 or 10.3 hereof, not involving any transfer).

 

Notwithstanding any other provisions (other than the provisions set forth in the sixth and seventh paragraphs) of this Section 2.08, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

 

At the option of the Holder of Securities of any series, Securities of such series may be exchanged for other Securities of the same series of any authorized denomination or denominations of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

 

Unless otherwise specified as contemplated by Section 2.03(a) hereof, if the Securities of any series shall have been issued in the form of one or more Global Securities, such series of Securities in global form will be exchanged for Securities of such series in permanent form if (i) the Depositary for the Securities of such series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series and a successor Depositary for the Securities of such series is not appointed by the Company within 120 days after the Company receives such notice, (ii) the Company in its sole discretion determines that the Securities of such series shall no longer be represented by such Global Security or Securities or (iii) an Event of Default with respect to the Securities of such series shall have occurred and be continuing.  In any such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of permanent Securities of such series, will authenticate and deliver Securities of such series in permanent form and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form.

 

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Notwithstanding the foregoing, except as otherwise specified in the preceding paragraph or as contemplated by Section 2.03(a) hereof, any Global Security shall be exchangeable only as provided in this paragraph.  If the beneficial owners of interests in a Global Security are entitled to exchange such interests for permanent Securities of such series and of like principal amount and tenor but of another authorized form and denomination, as specified as contemplated by Section 2.03(a) hereof, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee permanent Securities in aggregate principal amount equal to the principal amount of such Global Security, executed by the Company.  On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Depositary with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for permanent Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of permanent Securities of the same series of authorized denominations and of like tenor as the portion of such Global Security to be exchanged which shall be in the form of Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that notwithstanding the last paragraph of this Section 2.08 hereof, no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date.  If a Registered Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest (as defined herein), interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security is payable in accordance with the provisions of this Indenture.

 

Upon the exchange of a Security in global form for Securities in permanent form, such Security in global form shall be cancelled by the Trustee.  All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures for the disposition of cancelled securities and a certificate of such disposition delivered to the Company unless the Company directs, by Company Order, that the Trustee shall cancel Securities and deliver such cancelled Securities to the Company.  Securities issued in exchange for a Security in global form pursuant to this Section 2.08 hereof shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing.  The Trustee shall deliver such Securities as instructed in writing by the Depositary.

 

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

 

Every Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

 

The Company shall not be required (i) to issue, register the transfer of or exchange any Securities of any series during a period beginning at the opening of 15 Business Days before any selection of Securities of such series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security of any series

 

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so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

 

Section 2.09                            Replacement Securities.  If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, the Company shall issue and the Trustee, upon receipt of a Company Order, shall authenticate and deliver a replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding, if the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced.  The Company may charge for its expenses in replacing a Security.

 

Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

 

Notwithstanding the foregoing provisions of this Section 2.09, in case any mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

 

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons.

 

Section 2.10                            Outstanding Securities.  The Securities of any series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding.  Except as set forth in Section 2.11 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.  Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9 hereof).  In addition, in determining whether the Holders of the requisite principal amount of outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Discount Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02 hereof and (ii) the principal amount of a Security denominated in a foreign currency or currencies shall be the dollar equivalent, as determined on the date of original issuance of such Security, of the principal amount (or, in the case of a Discount Security, the dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security.

 

If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

 

If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

 

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Securities payable on that date, then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to accrue interest.

 

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Section 2.11                            Treasury Securities.  In determining whether the Holders of the required principal amount of Securities of any series have concurred in any direction, waiver or consent, Securities of such series owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities of that series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

 

Section 2.12                            Temporary Securities.  Until certificates representing Securities of any series are ready for delivery, the Company may prepare and the Trustee, upon receipt of a Company Order, shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of certificated Securities but may have variations that the Company considers appropriate for temporary Securities and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities of the same series in exchange for temporary Securities.  Holders of temporary Securities of any series shall be entitled to all of the benefits of this Indenture as permanent Securities of the same series.

 

Section 2.13                            Cancellation.  The Company at any time may deliver Securities to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Securities as provided in Section 2.08 hereof (subject to the record retention requirement of the Exchange Act).  Certification of the disposition of all canceled Securities shall be delivered to the Company upon its written request therefor.  The Company may not issue new Securities to replace Securities that it has paid or that have been delivered to the Trustee for cancellation.

 

Section 2.14                            Payment of Interest.  Unless otherwise provided as contemplated by Section 2.03(a) hereof with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

 

If the Company defaults in a payment of interest on the Securities of any series which is payable (“Defaulted Interest”), it shall pay the Defaulted Interest in any lawful manner plus, to the extent lawful, interest payable on the Defaulted Interest, to the Persons who are Holders of the series on a subsequent Special Record Date, in each case at the rate provided in the Securities of that series and in Section 4.01 hereof.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Securities of a series and the date of the proposed payment.  The Company shall fix or cause to be fixed each such Special Record Date and payment date, provided that no such Special Record Date shall be less than 10 days prior to the related payment date for such Defaulted Interest.  At least 15 days before the Special Record Date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall send or cause to be sent to Holders of the series a notice that states the Special Record Date, the related payment date and the amount of such interest to be paid.

 

Subject to the foregoing provisions of this Section 2.14 and Section 2.08 hereof, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

 

Section 2.15                            Persons Deemed Owners.  Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat

 

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the person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (except as otherwise specified as contemplated by Section 2.03(a) hereof and subject to Sections 2.08 and 2.14 hereof) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

 

None of the Company, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

 

Section 2.16                            Computation of Interest.  Except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of any series, (i) interest on any Securities which bear interest at a fixed rate shall be computed on the basis of a 360-day year comprised of twelve 30-day months and (ii) interest on any Securities which bear interest at a variable rate shall be computed on the basis of the actual number of days in an interest period divided by 360.

 

Section 2.17                            CUSIP Numbers.  The Company, in issuing the Securities, may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities of a series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

 

ARTICLE III

 

REDEMPTION AND PREPAYMENT

 

Section 3.01                            Right to Redeem; Notices to Trustee. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of any series) in accordance with this Article 3. If the Company elects to redeem Securities of any series, it shall furnish to the Trustee, at least 35 days (or such shorter period as may be acceptable to the Trustee) but not more than 75 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Securities of such series to be redeemed, (iv) any other information necessary to identify the Securities of such series to be redeemed and (v) the Redemption Price.

 

Section 3.02                            Selection of Securities to Be Redeemed. Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, if less than all of the Securities of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the Securities to be redeemed or purchased among the Holders of the Securities of that Series, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate; provided that, to the extent the Securities of such Series are represented by a Global Security, the Securities of such Series to be redeemed or repurchased shall be selected in accordance with the procedures of the Depositary.  Subject to the proviso of the immediately preceding sentence, in the event of partial redemption by lot, the particular Securities to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Securities not previously called for redemption.

 

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The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed. Unless otherwise specified as contemplated by Section 2.03(a) hereof, Securities and portions of Securities selected will be in amounts of $1,000 or whole multiples of $1,000. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

 

Section 3.03                            Notice of Redemption to Holders. Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, at least 30 days but not more than 60 days before a Redemption Date, the Company shall send or cause to be sent a notice of redemption to each Holder whose Securities are to be redeemed at its registered address.

 

The notice shall identify the Securities to be redeemed and shall state:

 

(a)                                 the Redemption Date;

 

(b)                                 the Redemption Price;

 

(c)                                  if less than all the outstanding Securities of any series are to be redeemed, the identification (and in the case of partial redemption, the principal amount) of the particular Security to be redeemed;

 

(d)                                 that, after the Redemption Date upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security;

 

(e)                                  the name and address of the Paying Agent;

 

(f)                                   that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

 

(g)                                  that, unless the Company defaults in making such redemption payment, interest, if any, on Securities called for redemption ceases to accrue on and after the Redemption Date;

 

(h)                                 the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption are being redeemed;

 

(i)                                     that the redemption is for a sinking fund, if such is the case; and

 

(j)                                    that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

 

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 5 Business Days prior to the date chosen for giving such notice to the Holders (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

 

Notwithstanding the foregoing, a redemption notice may be sent more than 60 days prior to the Redemption Date if the notice is issued in connection with a defeasance of the Securities or satisfaction and discharge of this Indenture.

 

Section 3.04                            Effect of Notice of Redemption.  Once notice of redemption is sent in accordance with Section 3.03 hereof, Securities called for redemption become irrevocably due and payable on the Redemption Date at the Redemption Price. A notice of redemption may not be conditional.

 

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Section 3.05                            Deposit of Redemption Price.  Prior to 12:00 noon (Eastern Standard Time) on the Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the Redemption Price of and accrued interest on all Securities of a series to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest on, all Securities to be redeemed.

 

If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on the Securities or the portions of Securities called for redemption. If a Security is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such Regular Record Date. If any Security called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof.

 

Section 3.06                            Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

 

ARTICLE IV

 

COVENANTS

 

Section 4.01                            Payment of Securities.  The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Securities on the dates and in the manner provided in the Securities. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Standard Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

 

Section 4.02                            Maintenance of Office or Agency.  The Company shall maintain in each place of payment for any series of Securities an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Securities of a series may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.  The Company also may from time to time designate one or more other offices or agencies where the Securities of a series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each place of payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

 

With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 2.03(a) hereof, the Corporate Trust Office for the Trustee shall be the place of payment where such Global Security may be presented or surrendered for payment or for

 

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registration of transfer or exchange, or where successor Securities may be delivered in exchange therefore, provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the procedures of the Depositary for such Global Security shall be deemed to have been effected at the place of payment for such Global Security in accordance with the provisions of this Indenture.

 

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04 hereof.

 

Section 4.03                            Reports.  Whether or not required by the rules and regulations of the SEC, so long as any Securities of any series are outstanding, the Company shall furnish to the Holders of such series of Securities (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a).

 

Section 4.04                            Compliance Certificate.

 

(a)                                 The Company and each Guarantor, if any, (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto).

 

ARTICLE V

 

SUCCESSORS

 

Section 5.01                            Merger, Consolidation, or Sale of Assets.  Unless otherwise specified as contemplated by Section 2.03(a) hereof, the Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

 

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

 

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(b)                                 the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee.

 

In addition, the Company may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors, as applicable.

 

Section 5.02                            Successor Corporation Substituted.  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 the Company and its Restricted Subsidiaries, taken as a whole in accordance with the provisions of Section 5.01 hereof, the successor Person formed by such consolidation or into which the Company 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, the Company under this Indenture with the same effect as if such successor had been named as the Company therein. When a successor assumes all the obligations of its predecessor under this Indenture and the Securities following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations.

 

ARTICLE VI

 

DEFAULTS AND REMEDIES

 

Section 6.01                            Events of Default.  Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, an “Event of Default” occurs, with respect to each series of Securities individually, if:

 

(a)                                 the Company defaults in the payment when due of interest on the Securities of such series and such default continues for a period of 30 days;

 

(b)                                 the Company defaults in the payment when due of principal of or premium, if any, on the Securities of such series when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise;

 

(c)                                  the Company fails to comply with any of the provisions of Section 5.01 hereof if applicable to such series of Securities;

 

(d)                                 the Company fails to observe or perform any other covenant or other agreement in this Indenture applicable to such series of Securities or the Securities of such series for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of such series then outstanding voting as a single class;

 

(e)                                  the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

 

(i)                                     commences a voluntary case,

 

(ii)                                  consents to the entry of an order for relief against it in an involuntary case,

 

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(iii)                               consents to the appointment of a custodian of it or for all or substantially all of its property,

 

(iv)                              makes a general assignment for the benefit of its creditors, or

 

(v)                                 generally is not paying its debts as they become due;

 

(f)                                   a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

 

(i)                                     is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary in an involuntary case;

 

(ii)                                  appoints a custodian of the Company or any of its Restricted Subsidiaries or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; or

 

(iii)                               orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary;

 

and the order or decree remains unstayed and in effect for 60 consecutive days;

 

(g)                                  except as permitted by this Indenture, any Security Guarantee relating to such series of Securities is 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 relating to such series of Securities, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under such Guarantor’s Security Guarantee (unless such Guarantor could be released from its Guarantee in accordance with this Indenture and as specified pursuant to Section 2.03(a) hereof); or

 

(h)                                 any other Event of Default provided with respect to the Securities of that series, which is specified in a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.03(a) hereof.

 

Section 6.02                            Acceleration.  If any Event of Default (other than an Event of Default specified in clause (e) or (f) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities of that series may declare all the Securities of that series to be due and payable immediately.  Upon any such declaration, the Securities of that series shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (e) or (f) of Section 6.01 hereof occurs with respect to the Company, all outstanding Securities of that series shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Securities of a series by written notice to the Trustee may on behalf of all of the Holders of such series of Securities rescind an acceleration and its consequences if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

 

Section 6.03                            Other Remedies.  If an Event of Default with respect to a series of Securities occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Securities of such series or to enforce the performance of any provision of the Securities of such series or this Indenture.

 

The Trustee may maintain a proceeding even if it does not possess any of the Securities of a series or does not produce any of them in the proceeding. A delay or omission by the Trustee or any

 

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Holder of a Security of such series in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

 

Section 6.04                            Waiver of Past Defaults.  Holders of not less than a majority in aggregate principal amount of the then outstanding Securities of a series by notice to the Trustee may on behalf of the Holders of all of the Securities of such series waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Securities of that series (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities of a series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

 

Section 6.05                            Control by Majority.  Holders of a majority in principal amount of the then outstanding Securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of such Securities or that may involve the Trustee in personal liability.

 

Section 6.06                            Limitation on Suits.  A Holder of any Security of any series may pursue a remedy with respect to this Indenture or such series of Securities only if:

 

(a)                                 the Holder of a Security of such series gives to the Trustee written notice of a continuing Event of Default;

 

(b)                                 the Holders of at least 25% in principal amount of the then outstanding Securities of such series make a written request to the Trustee to pursue the remedy;

 

(c)                                  the Holder of a Security of such series or Holders of Securities of such series offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

 

(d)                                 the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

 

(e)                                  during such 60-day period the Holders of a majority in principal amount of the then outstanding Securities of such series do not give the Trustee a direction inconsistent with the request.

 

A Holder of any Security may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

 

Section 6.07                            Rights of Holders of Securities to Receive Payment.  Notwithstanding any other provision of this Indenture, the Holder of any Security shall have the right to receive payment of principal of, premium, if any, and interest on such Security, on or after the respective due dates expressed in such Security (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such Holder.

 

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Section 6.08                            Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Securities of any series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

 

Section 6.09                            Trustee May File Proofs of Claim.  The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities of any series allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities of that series), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

 

Section 6.10                            Priorities.  If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

 

Second: to Holders of Securities for amounts due and unpaid on the Securities of any series for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities of that series for principal, premium, if any and interest, respectively; and

 

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

 

The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 6.10.

 

Section 6.11                            Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a

 

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suit by a Holder of a Security of any series pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Securities of any series.

 

ARTICLE VII

 

TRUSTEE

 

Section 7.01                            Duties of Trustee.

 

(a)                                 If an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

 

(b)                                 With respect to the Securities of any series, except during the continuance of an Event of Default with respect to Securities of such series:

 

(i)                                     the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

 

(ii)                                  in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

 

(c)                                  The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

 

(i)                                     this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

 

(ii)                                  the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

 

(iii)                               the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

 

(d)                                 Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

 

(e)                                  No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

 

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(f)                                   The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

 

Section 7.02                            Rights of Trustee.

 

(a)                                 The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

 

(b)                                 Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

 

(c)                                  The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

 

(d)                                 The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

 

(e)                                  Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor, if applicable, shall be sufficient if signed by an Officer of the Company or Guarantor, as applicable.

 

(f)                                   The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

 

(g)                                  The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

 

(h)                                 In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

(i)                                     The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject to applicable legal requirements) be entitled to examine, during normal business hours, the books, records and premises of the Company or any Guarantor, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

 

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(j)                                    The Trustee shall not be charged with knowledge of any Default or any Event of Default unless either (i) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or any other obligor on the Securities, or by any Holder of the Securities.

 

(k)                                 The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.

 

Section 7.03                            Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

 

Section 7.04                            Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Securities or any other document in connection with the sale of the Securities or pursuant to this Indenture other than its certificate of authentication.

 

Section 7.05                            Notice of Defaults.  If a Default or Event of Default occurs and is continuing with respect to a series of Securities and if it is known to the Trustee, the Trustee shall mail to Holders of Securities of such series a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities.

 

Section 7.06                            Reports by Trustee to Holders of the Securities.  Within 60 days after each July 15 beginning with the July 15 following the date of this Indenture, and for so long as Securities of any series remain outstanding, the Trustee shall mail to the Holders of the Securities of such series a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b)(2). The Trustee also shall transmit all reports as required by TIA § 313(c).

 

A copy of each report at the time of its transmittal to the Holders of Securities shall be sent to the Company and filed with the SEC and each stock exchange on which the Securities are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Securities are listed on any stock exchange and of any delisting thereof.

 

Section 7.07                            Compensation and Indemnity.  The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.

 

The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its

 

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services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

 

The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

 

The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

 

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities. Such Lien shall survive the satisfaction and discharge of this Indenture.

 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

 

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

 

Section 7.08                            Replacement of Trustee.  A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

 

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

 

(a)                                 the Trustee fails to comply with Section 7.10 hereof;

 

(b)                                 the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

 

(c)                                  a custodian or public officer takes charge of the Trustee or its property; or

 

(d)                                 the Trustee becomes incapable of acting.

 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities of any series may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

 

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If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the Company’s expense, the Company, or the Holders of at least 10% in principal amount of the then outstanding Securities of any series may petition any court of competent jurisdiction for the appointment of a successor Trustee.

 

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

 

Section 7.09                            Successor Trustee by Merger, etc.  If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee, provided that it is eligible under the TIA and this Article VII.

 

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

 

Section 7.10                            Eligibility; Disqualification.  There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

 

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

 

Section 7.11                            Preferential Collection of Claims Against Company.  The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

 

ARTICLE VIII

 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 

Section 8.01                            Option to Effect Legal Defeasance or Covenant Defeasance.  Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to Securities of a particular

 

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series, the Company may elect, at its option, at any time, to have either Section 8.02 or 8.03 hereof be applied to all outstanding Securities of any series designated pursuant to Section 2.03(a) hereof as being defeasible (the “Defeased Securities”) in accordance with any additional requirements provided pursuant to Section 2.03(a) hereof and upon compliance with the conditions set forth below in this Article 8. Any such election shall be evidenced by a Board Resolution set forth in an Officers’ Certificate or in another manner specified as contemplated by Section 2.03(a) hereof for such Securities.  \

 

Section 8.02                            Legal Defeasance and Discharge.  Upon the Company’s exercise under Section 8.01 hereof of the option (if any) to have this Section 8.02 applied to any Securities of any series, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Defeased Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Defeased Securities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Defeased Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Defeased Securities to receive solely from the trust fund under Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Defeased Securities when such payments are due, (b) the Company’s obligations with respect to such Defeased Securities under Article 2 and Section 4.01 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article 8.  Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

 

Section 8.03                            Covenant Defeasance.  Upon the Company’s exercise under Section 8.01 hereof of the option (if any) to have this Section 8.03 applied to any Securities of any series the Company and, if applicable, each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under Section 4.03 hereof and Articles 5 and 11 hereof and such other provisions as may be provided as contemplated by Section 2.03(a) hereof with respect to Securities of a particular series and with respect to the outstanding Defeased Securities on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Defeased Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of such Defeased Securities (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Defeased Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Defeased Securities, the Company and, if applicable, each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Defeased Securities shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof and Sections 6.01(c), (d) and (g) hereof shall not constitute Events of Default.

 

Section 8.04                            Conditions to Legal or Covenant Defeasance.  The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to a series of outstanding Securities:

 

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Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, in order to exercise either Legal Defeasance or Covenant Defeasance:

 

(a)                                 the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be;

 

(b)                                 in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date this Indenture was first executed, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such series 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; and

 

(c)                                  in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Securities of such series 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.

 

Section 8.05                            Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.  Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Defeased Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Defeased Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

 

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Defeased Securities.

 

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

 

Section 8.06                            Repayment to Company.  Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Securities of a series and remaining unclaimed for two years after such principal, and

 

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premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such series of Securities shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

 

Section 8.07                            Reinstatement.  If the Trustee or Paying Agent is unable to apply any cash or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Defeased Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Defeased Securities following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Defeased Securities to receive such payment from the money held by the Trustee or Paying Agent.

 

ARTICLE IX

 

AMENDMENT, SUPPLEMENT AND WAIVER

 

Section 9.01                            Without Consent of Holders of Securities.  Notwithstanding Section 9.02 hereof, the Company, the Guarantors, if any, and the Trustee at any time and from time to time may amend this Indenture or enter into one or more indentures supplemental hereto without the consent of any Holder of a Security for any of the following purposes:

 

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

 

(b)                                 to provide for uncertificated Securities in addition to or in place of certificated Securities in a manner that does not materially adversely affect any Holder;

 

(c)                                  to provide for the assumption of the Company’s or, if applicable, a Guarantor’s obligations to the Holders of the Securities or a series by a successor pursuant to Article 5 or 11 hereof;

 

(d)                                 to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder;

 

(e)                                  to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

 

(f)                                   to add a Guarantor with respect to Securities of any series;

 

(g)                                  to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08 hereof;

 

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(h)                                 to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, a Guarantor’s obligations herein in any property or assets;

 

(i)                                     to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or

 

(j)                                    to establish the form and terms of Securities of any series permitted by Sections 2.01 and 2.03(a) hereof, respectively.

 

Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

 

Section 9.02                            With Consent of Holders of Securities.  Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or the Securities of any series with the consent of the Holders of at least a majority in principal amount of the Securities of such series then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a particular series of Securities (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on such Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or such Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of such series voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities).

 

Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

 

It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof and except as otherwise provided below in

 

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this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities of any series then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of such series.  However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Securities of such series held by a non-consenting Holder):

 

(a)                                 change the Stated Maturity of, the principal of, or any installment of principal or interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon redemption thereof or reduce the amount of principal of or premium, if any, on any such Discount Security that would be due and payable upon a declaration of acceleration of maturity thereof pursuant to Section 6.02 hereof, or change the place of payment where, or change the coin or currency in which, any principal of, or any installment of interest on, any such Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

 

(b)                                 reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) with respect to the Securities of such series provided for in this Indenture;

 

(c)                                  modify any of the provisions of this Section 9.02 or Section 6.04 or 6.07 hereof, except to increase the percentage of outstanding Securities of such series required for such actions to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security of a series affected thereby;

 

(d)                                 release any applicable Guarantor from any of its obligations under its Security Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

 

(e)                                  change such other matters as may be specified pursuant to Section 2.03(a) hereof.

 

Section 9.03                            Compliance with Trust Indenture Act.  Every amendment or supplement to this Indenture or the Securities of any series shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

 

Section 9.04                            Revocation and Effect of Consents.  Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Securities if a Responsible Officer of the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

 

Section 9.05                            Notation on or Exchange of Securities.  The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Security of a series thereafter authenticated. The Company in exchange for all Securities of a series may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Securities of such series that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver.

 

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Section 9.06                            Trustee to Sign Amendments, etc.  The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

 

Section 9.07                            Effect of Supplemental Indentures.  Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except to the extent otherwise set forth thereon.

 

ARTICLE X

 

SINKING FUNDS

 

Section 10.01                     Applicability of Article.  The provisions of this Article 10 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of such series.

 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in hereof.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of the Securities of such series.

 

Section 10.02                     Satisfaction of Sinking Fund Payments with Securities.  The Company (a) may deliver outstanding Securities of a series with the same issue date, interest rate and Stated Maturity (other than any previously called for redemption) and (b) may apply as a credit Securities of a series with the same issue date, interest rate and Stated Maturity which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of such series with the same issue date, interest rate and Stated Maturity; provided, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

 

Section 10.03                     Redemption of Securities for Sinking Fund.  Not less than 60 days (or such shorter period as shall be acceptable to the Trustee) prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 10.02 hereof and will also deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such sinking fund payment date the Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 3.02 hereof and notice of the redemption thereof shall be given

 

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in the name of and at the expense of the Company in the manner provided in Section 3.03 hereof. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.04 and 3.06 hereof.

 

ARTICLE XI

 

SECURITY GUARANTEES

 

Section 11.01                     Applicability of this Article.  Except as otherwise specified as contemplated by Section 2.03(a) hereof, the provisions of this Article 11 will be applicable to any series of Securities which is to be guaranteed by one or more Guarantors.

 

Section 11.02                     Guarantee.  Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities of such series, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

 

Subject to this Article 11, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture.

 

If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

 

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations

 

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guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

 

Section 11.03                     Limitation on Guarantor Liability.  Each Guarantor, and by its acceptance of Securities of a series, each Holder, hereby confirms that it is the intention of all such parties that the Security Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Security Guarantee not constituting a fraudulent transfer or conveyance.

 

Section 11.04                     Release of Guarantors.  The Security Guarantee of a Guarantor with respect to any series of Securities will be released under the circumstances specified for such series of Securities pursuant to Section 2.03(a) hereof.

 

ARTICLE XII

 

SATISFACTION AND DISCHARGE

 

Section 12.01                     Satisfaction and Discharge.  Except as otherwise contemplated by 2.03(a) hereof, this Indenture will cease to be of further effect with respect to any series of Securities specified by the Company, and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when:

 

(a)                                 either:

 

(i)                                     all Securities of such series that have been authenticated (except lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

 

(ii)                                  all Securities of such series 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 the Company or, if applicable, 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, cash, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Securities not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

 

(b)                                 the Company or, if applicable, any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

 

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(c)                                  the Company or, if applicable, any Guarantor has delivered 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.

 

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof shall survive.

 

Section 12.02                     Application of Trust Money.  Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Securities of a series and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

 

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations and, if applicable, any Guarantor’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Securities of such series because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of Securities of such series to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

 

ARTICLE XIII

 

MISCELLANEOUS

 

Section 13.01                     Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

 

Section 13.02                     Notices.  Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

 

If to the Company and/or any Guarantor:

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

Telecopier No.: (615) 695-8414

Attention: Chief Financial Officer

 

With a copy to:

 

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

 

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Telecopier No.: (212) 354-8113

Attention: Michelle B. Rutta, Esq.

 

If to the Trustee:

 

The Bank of New York Mellon Trust Company, N.A.
900 Ashwood Parkway - Suite 425

Atlanta, Georgia 30338
Telecopier No.: (312) 340-8022

Attention: Corporate Trust Administration

 

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

 

Any notice or communication to a Holder shall be sent to the Registered Holders as shown on the register kept by the Registrar. Any notice or communication also shall be so sent to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

 

If the Company sends a notice or communication to Holders, it shall send a copy to the Trustee and each Agent at the same time.

 

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing.  If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.  The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.  The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company.  The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee as promptly as practicable upon learning of any compromise or unauthorized use of the security procedures.

 

Section 13.03                     Communication by Holders of Securities with Other Holders of Securities.  Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

 

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Section 13.04                     Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

 

(a)                                 an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied or waived; and

 

(b)                                 an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied or waived.

 

Section 13.05                     Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

 

(a)                                 a statement that the Person making such certificate or opinion has read such covenant or condition;

 

(b)                                 a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

 

(c)                                  a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied or waived; and

 

(d)                                 a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied or waived.

 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

 

Any certificate or opinion of an Officer of the Company may be based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

 

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Section 13.06                     Rules by Trustee and Agents.  The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

 

Section 13.07                     No Personal Liability of Directors, Officers, Employees and Stockholders.  No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or such Guarantor under the Securities, the Security Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

 

Section 13.08                     Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

Section 13.09                     No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

 

Section 13.10                     Successors.  All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each applicable Guarantor in this Indenture shall bind its successors, except as otherwise provided pursuant to Section 13.05 hereof.

 

Section 13.11                     Severability.  In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 13.12                     Counterpart Originals.  The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

Section 13.13                     Table of Contents, Headings, etc.  The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

 

Section 13.14                     Waiver of Jury Trial.

 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

 

Section 13.15                     Tax Withholding.  In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”) that a foreign financial institution, or issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to related to this Indenture, the Company agrees (i) to provide to the Trustee sufficient information about Holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) that is reasonably requested by the Trustee and in the Company’s possession so the Trustee can determine whether it has tax related obligations under Applicable Law, (ii) that the Trustee shall be entitled to make

 

40


 

any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability, and (iii) to hold harmless the Trustee for any losses it may suffer due to the actions it takes to comply with such Applicable Law, in case of each of clauses (ii) and (iii), other than any liability or losses as may be attributable to the Trustee’s willful misconduct or negligence. The terms of this section shall survive the termination of this Indenture.

 

Section 13.16                     Force Majeure.  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

 

[Signatures on the following page]

 

41


 

SIGNATURES

 

Dated as of [              ]

 

 

LIFEPOINT HOSPITALS, INC.

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

42

 

Exhibit A

 

[Legend if Security is a Global Security]

 

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.08 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF LIFEPOINT HOSPITALS, INC.

 

A-1


 

[Face of Security]

 

 

CUSIP

 

 

 

 

[TITLE OF SECURITIES]

 

 

 

No.

$

 

 

LIFEPOINT HOSPITALS, INC.

 

promises to pay to                                                                               or registered assigns, the principal sum of                                                                                                                             Interest Payment Dates [                        ] and [                        ], commencing on [            ].

 

Record Dates:  [                            ] and [                            ]

 

Dated:                                ,        

 

 

LIFEPOINT HOSPITALS, INC.

 

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

Dated:                     ,

 

This is one of the Securities referred to
in the within-mentioned Indenture:

 

[                            ],

as Trustee

 

By:

 

 

 

Authorized Signatory

 

 

2


 

[Back of Security]

 

[TITLE OF SECURITIES]

 

[Insert the Global Security Legend, if applicable pursuant to the provisions of this Indenture]

 

[Insert any legend required by the Internal Revenue Code and the regulations thereunder]

 

Capitalized terms used herein shall have the meanings assigned to them in this Indenture referred to below unless otherwise indicated.

 

1.                                      Interest.

 

LifePoint Hospitals, Inc., a Delaware corporation (herein the “Company” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                           , or registered assigns, the principal sum of                    [Dollars] [if other than Dollars, substitute other currency units] on                 ,            [if the Security is to bear interest prior to Stated Maturity, insert — , and to pay interest thereon from                                or from the most recent Interest Payment Date to which interest has been paid or duly provided for], [semiannually] [if other than semi-annual interest at a fixed rate, insert frequency of payment and payment dates] on                and                in each year, commencing                       , and at the Stated Maturity thereof, at [if the Security is to bear interest at a fixed rate, insert — the rate of     % per annum], [if the Security is to bear interest at a rate determined with reference to one or more formula, refer to description index below] until the principal hereof is paid or made available for payment] [if applicable, insert — , and (to the extent that the payment of such interest shall be legally enforceable) at [if the Security is to bear interest at a fixed rate, insert — the rate of % per annum on any overdue principal and premium and on any overdue installment of interest from the dates such amounts are due until they are paid or made available for payment]. Interest shall be computed on the basis of [a 360-day year of twelve 30-day months] [if another basis of calculating interest is to be different, insert a description of such method.]

 

2.                                      Method of Payment.

 

The Company will pay interest on the Securities on each [                    ] and [                    ] to the Persons who are registered Holders of the relevant Securities at the close of business on the [                    ] or [                    ] next preceding the Interest Payment Date, even if such Securities are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of this Indenture with respect to Defaulted Interest. The Securities will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in [                       ], [if applicable, insert —; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the list provided by the Company to the Registrar and provided, further, that if this Security is a Global Security, payment may be made pursuant to the applicable procedures of the Depositary as permitted in said Indenture]. Such payment shall be in such coin or currency of [the United States of America] [insert other currency or currency unit, if applicable] as at the time of payment is legal tender for payment of public and private debts.

 

3.                                      Paying Agent and Registrar.

 

Initially, the Trustee under this Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

 

A-2


 

4.                                      Indenture.

 

This Security is one of a duly authorized issue of Securities of the Company issued and to be issued in one or more series under an Indenture, dated as of                 ,            (herein called the “Indenture”), between the Company and                                   , as Trustee (herein called the “Trustee” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Securities include those stated in this Indenture and those made part of this Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.  Code § 77aaa-77bbbb). The Securities are subject to all such terms, and Holders are referred to this Indenture and such Act for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

 

5.                                      Redemption.

 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice to the Holders, [if applicable, insert — (1) on                    in any year commencing with the year            and ending with the year            through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after                 ,           ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert — on or before                 ,       %, and if redeemed] during the 12-month period beginning of the                  years indicated,

 

 

Year

 

Redemption Price

 

Year

 

Redemption Price

 

 

and thereafter at a Redemption Price equal to             % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice to the Holders, (1) on                  in any year commencing with the year            and ending with the year            through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after                         ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning                        of the years indicated,

 

Year

 

Redemption Price for Redemption
Through Operation of the Sinking Fund

 

Redemption Price for Redemption
Otherwise Than Through Operation of the
Sinking Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and thereafter at a Redemption Price equal to       % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the

 

A-3


 

Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.]

 

[If applicable, insert — The sinking fund for this series provides for the redemption on                  in each year beginning with the year          and ending with the year            of [if applicable, insert — not less than $                           (“mandatory sinking fund”) and not more than] $                       aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become due].]

 

[If applicable, insert — The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 35 or more than 75 days notice to the Trustee at a Redemption Price equal to $        .]

 

[If applicable, insert — The Holder of this Security shall have the right to require the Company to pay this Security in full on                         ,      by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.]

 

[If the Security is subject to redemption, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

 

[If applicable, insert — This Security is not subject to redemption prior to maturity.]

 

6.                                      Denominations, Transfer, Exchange.

 

[If applicable, insert — The Securities of this series are issuable only in registered form without coupons in denominations of $                       and any integral multiple thereof.] As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. A Holder may register the transfer or exchange of the Security as provided in the Indenture and subject to certain limitations therein set forth.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

 

[If applicable, insert — The Securities of this series will be represented by one or more Global Securities registered in the name of                         , (the “Depositary”), or a nominee of the Depositary. So long as the Depositary, or its nominee, is the registered holder and owner of this Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the Securities for all purposes under the Indenture. The Global Security may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. The Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Securities represented by such Global Security to the accounts of institutions that have accounts with the Depositary or its nominee (“participants”). Ownership of beneficial interests in a Global Security will be shown on, and the transfer of those ownership interests will be effected through, records maintained by the Depositary (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such Global Security).]

 

[If applicable, insert — The Securities represented by this Global Security are exchangeable for Securities in permanent form of like tenor as such Global Security in denominations of $1,000 and in any

 

A-4


 

greater amount that is an integral multiple thereof if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion at any time determines not to have all of the Securities of this series represented by the Global Security and notifies the Trustee thereof, or (iii) an Event of Default has occurred and is continuing with respect to the Securities.  Any Security that is exchangeable pursuant to the preceding sentence is exchangeable only for Securities of this series.]

 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

7.                                      Persons Deemed Owners.

 

The registered Holder of a Security may be treated as its owner for all purposes.

 

8.                                      Amendment, Supplement and Waiver.

 

Subject to certain exceptions, this Indenture and the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities of each series affected by such amendment or supplement and any existing default or compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of each series affected by such waiver. Without the consent of any Holder of a Securities of each series affected by such amendment or supplement, this Indenture and the Securities may be amended or supplemented to, among other things, (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Securities in addition to or in place of certificated Securities; (c) provide for the assumption of the Company’s obligations to Holders of the Securities in case of a merger or consolidation; (d) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the Indenture of any Holder; (e) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (f) to allow any Guarantor to execute a supplemental indenture to this Indenture; (g) evidence or provide for acceptance of appointment of a successor Trustee; (h) mortgage, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, the Guarantor’s obligations herein in any property or assets; or (i) add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination set forth in clause (i) above (A) shall neither (x) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (y) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security.

 

9.                                      Defaults and Remedies.

 

Events of Default include: (a) default for 30 days in the payment when due of interest on the Securities; (b) default in payment when due of principal of or premium, if any, on the Securities; (c) failure by the Company to comply with Section 5.01 of the Indenture; (d) failure by the Company for 60 days to comply with certain other agreements in this Indenture or the Securities; (e) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; and (f) except as permitted by the Indenture, any applicable Security Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Security Guarantee. If any Event of Default occurs and is continuing,

 

A-5


 

the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency involving the Company, all outstanding Securities will become due and payable without further action or notice. Holders may not enforce this Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Securities.  The Company is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

 

10.                               Trustee Dealings with Company.

 

The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

 

11.                               No Recourse Against Others.

 

A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have any liability for any obligations of the Company or the Guarantors under the Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

 

12.                               [If applicable, insert - Guarantees.

 

The payment by the Company of the principal of and interest on the Security is fully and unconditionally guaranteed on a joint and several basis by each of the Guarantors on the terms set forth in the Indenture.]

 

13.                               Authentication.

 

This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

 

14.                               Abbreviations.

 

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

 

15.                               CUSIP Numbers.

 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as

 

A-6


 

to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

 

The Company will furnish to any Holder upon written request and without charge a copy of this Indenture. Requests may be made to:

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

Attention: General Counsel

 

16.                               GOVERNING LAW.

 

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

 

A-7

 

ASSIGNMENT FORM

 

To assign this Security, fill in the form below:

 

(I) or (we) assign and transfer this Security to:

 

 

(Insert assignee’s legal name)

 

 

 

(Insert assignee’s soc. sec. or tax I.D. no.)

 

 

 

(Print or type assignee’s name, address and zip code)

 

and irrevocably appoint                                                                                                                    to transfer this Security on the books of the Company.  The agent may substitute another to act for him.

 

Date:

 

 

 

 

 

Your Signature:

 

 

 

(Sign exactly as your name appears on the face of this Security)

 

Signature Guarantee*:

 

 

 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 

A-8


 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY*

 

The following exchanges of a part of this Global Security for an interest in another Global Security or for a Definitive Security, or exchanges of a part of another Global Security or Definitive Security for an interest in this Global Security, have been made:

 

Principal Amount of
this Global Security
following such decrease
or increase)

 

Amount of decrease in
Principal Amount of
this Global Security

 

Amount of increase in
Principal Amount of
this Global Security

 

Signature of authorized
officer of Trustee or
Date of Exchange
Security Custodian

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* This schedule should be included only if the Security is issued in global form.

 

A-9


 EX-4.2 3 a2223189zex-4_2.htm EX-4.2

Exhibit 4.2

 

 

LIFEPOINT HOSPITALS, INC.

 

as Issuer

 

and

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

as Trustee

 

 

INDENTURE

 

Dated as of [                    ]

 

 

SUBORDINATED DEBT SECURITIES

 

 

 

 


 

CROSS-REFERENCE TABLE*

 

Trust Indenture Act Section

 

Indenture Section

310(a)(1)

 

7.10

(a)(2)

 

7.10

(a)(3)

 

N.A.

(a)(4)

 

N.A.

(a)(5)

 

7.10

(b)

 

7.10

(c)

 

N.A.

311(a)

 

7.11

(b)

 

7.11

(c)

 

N.A.

312(a)

 

2.07

(b)

 

13.03

(c)

 

13.03

313(a)

 

7.06

(b)(1)

 

7.06

(b)(2)

 

7.07

(c)

 

7.06; 13.02

(d)

 

7.06

314(a)

 

4.03; 13.05

(b)

 

N.A.

(c)(1)

 

13.04

(c)(2)

 

13.04

(c)(3)

 

N.A.

(d)

 

N.A.

(e)

 

13.05

(f)

 

N.A.

315(a)

 

7.01

(b)

 

7.05; 13.02

(c)

 

7.01

(d)

 

7.01

(e)

 

6.11

316(a) (last sentence)

 

2.11

(a)(1)(A)

 

6.05

(a)(1)(B)

 

6.04

(a)(2)

 

N.A.

(b)

 

6.07

(c)

 

2.14

317(a)(1)

 

6.08

(a)(2)

 

6.09

(b)

 

2.06

318(a)

 

13.01

(b)

 

N.A.

(c)

 

13.01

 

N.A. means not applicable.

*                 This Cross Reference Table is not part of this Indenture.

 


 

Table of Contents

 

 

 

Page

 

 

 

Article I DEFINITIONS AND INCORPORATION BY REFERENCE

1

 

 

 

Section 1.01

Definitions

1

Section 1.02

Other Definitions

7

Section 1.03

Incorporation by Reference of Trust Indenture Act

7

Section 1.04

Rules of Construction

7

 

 

 

Article II THE SECURITIES

8

 

 

 

Section 2.01

Form Generally

8

Section 2.02

Securities in Global Form

8

Section 2.03

Title and Terms

9

Section 2.04

Execution, Authentication, Delivery and Dating

11

Section 2.05

Registrar and Paying Agent

12

Section 2.06

Paying Agent to Hold Money in Trust

13

Section 2.07

Holder Lists

13

Section 2.08

Registration, Registration of Transfer and Exchange

13

Section 2.09

Replacement Securities

15

Section 2.10

Outstanding Securities

15

Section 2.11

Treasury Securities

16

Section 2.12

Temporary Securities

16

Section 2.13

Cancellation

16

Section 2.14

Payment of Interest

16

Section 2.15

Persons Deemed Owners

17

Section 2.16

Computation of Interest

17

Section 2.17

CUSIP Numbers

17

 

 

 

Article III REDEMPTION AND PREPAYMENT

17

 

 

 

Section 3.01

Right to Redeem; Notices to Trustee

17

Section 3.02

Selection of Securities to Be Redeemed

18

Section 3.03

Notice of Redemption to Holders

18

Section 3.04

Effect of Notice of Redemption

19

Section 3.05

Deposit of Redemption Price

19

Section 3.06

Securities Redeemed in Part

19

 

 

 

Article IV COVENANTS

19

 

 

 

Section 4.01

Payment of Securities

19

Section 4.02

Maintenance of Office or Agency

19

Section 4.03

Reports

20

Section 4.04

Compliance Certificate

20

 

 

 

Article V SUCCESSORS

21

 

 

 

Section 5.01

Merger, Consolidation, or Sale of Assets

21

Section 5.02

Successor Corporation Substituted

21

 

 

 

Article VI DEFAULTS AND REMEDIES

21

 

 

 

Section 6.01

Events of Default

21

Section 6.02

Acceleration

23

Section 6.03

Other Remedies

23

Section 6.04

Waiver of Past Defaults

23

Section 6.05

Control by Majority

23

Section 6.06

Limitation on Suits

23

 

i


 

 

 

Page

 

 

 

Section 6.07

Rights of Holders of Securities to Receive Payment

24

Section 6.08

Collection Suit by Trustee

24

Section 6.09

Trustee May File Proofs of Claim

24

Section 6.10

Priorities

24

Section 6.11

Undertaking for Costs

25

 

 

 

Article VII TRUSTEE

25

 

 

 

Section 7.01

Duties of Trustee

25

Section 7.02

Rights of Trustee

26

Section 7.03

Individual Rights of Trustee

27

Section 7.04

Trustee’s Disclaimer

27

Section 7.05

Notice of Defaults

27

Section 7.06

Reports by Trustee to Holders of the Securities

28

Section 7.07

Compensation and Indemnity

28

Section 7.08

Replacement of Trustee

29

Section 7.09

Successor Trustee by Merger, etc.

29

Section 7.10

Eligibility; Disqualification

30

Section 7.11

Preferential Collection of Claims Against Company

30

 

 

 

Article VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE

30

 

 

 

Section 8.01

Option to Effect Legal Defeasance or Covenant Defeasance

30

Section 8.02

Legal Defeasance and Discharge

30

Section 8.03

Covenant Defeasance

30

Section 8.04

Conditions to Legal or Covenant Defeasance

31

Section 8.05

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

31

Section 8.06

Repayment to Company

32

Section 8.07

Reinstatement

32

 

 

 

Article IX AMENDMENT, SUPPLEMENT AND WAIVER

32

 

 

 

Section 9.01

Without Consent of Holders of Securities

32

Section 9.02

With Consent of Holders of Securities

33

Section 9.03

Compliance with Trust Indenture Act

35

Section 9.04

Revocation and Effect of Consents

35

Section 9.05

Notation on or Exchange of Securities

35

Section 9.06

Trustee to Sign Amendments, etc.

35

Section 9.07

Effect of Supplemental Indentures

35

 

 

 

Article X SINKING FUNDS

35

 

 

 

Section 10.01

Applicability of Article

35

Section 10.02

Satisfaction of Sinking Fund Payments with Securities

35

Section 10.03

Redemption of Securities for Sinking Fund

36

 

 

 

Article XI SUBORDINATION

36

 

 

 

Section 11.01

Agreement to Subordinate

36

Section 11.02

Liquidation; Dissolution; Bankruptcy

36

Section 11.03

Default on Designated Senior Debt

37

Section 11.04

Acceleration of Securities

37

Section 11.05

When Distribution Must Be Paid Over

37

Section 11.06

Notice by Company

38

 

ii


 

 

 

Page

 

 

 

Section 11.07

Subrogation

38

Section 11.08

Relative Rights

38

Section 11.09

Subordination May Not Be Impaired by Company

38

Section 11.10

Distribution or Notice to Representative

38

Section 11.11

Rights of Trustee and Paying Agent

39

Section 11.12

Authorization to Effect Subordination

39

 

 

 

Article XII SECURITY GUARANTEES

40

 

 

 

Section 12.01

Applicability of this Article

40

Section 12.02

Guarantee

40

Section 12.03

Subordination of Security Guarantee

41

Section 12.04

Limitation on Guarantor Liability

41

Section 12.05

Release of Guarantors

41

 

 

 

Article XIII SATISFACTION AND DISCHARGE

41

 

 

 

Section 13.01

Satisfaction and Discharge

41

Section 13.02

Application of Trust Money

42

 

 

 

Article XIV MISCELLANEOUS

42

 

 

 

Section 14.01

Trust Indenture Act Controls

42

Section 14.02

Notices

42

Section 14.03

Communication by Holders of Securities with Other Holders of Securities

44

Section 14.04

Certificate and Opinion as to Conditions Precedent

44

Section 14.05

Statements Required in Certificate or Opinion

44

Section 14.06

Rules by Trustee and Agents

45

Section 14.07

No Personal Liability of Directors, Officers, Employees and Stockholders

45

Section 14.08

Governing Law

45

Section 14.09

No Adverse Interpretation of Other Agreements

45

Section 14.10

Successors

45

Section 14.11

Severability

45

Section 14.12

Counterpart Originals

45

Section 14.13

Table of Contents, Headings, etc.

45

Section 14.14

Waiver of Jury Trial

45

Section 14.15

Tax Withholding

46

Section 14.16

Force Majeure

46

 

iii

 

 

INDENTURE dated as of [              ] between LifePoint Hospitals, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

 

The Company has duly authorized the execution and delivery of this Indenture (as defined herein) to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (herein called the “Securities”) to be issued in one or more series as provided in this Indenture.

 

For and in consideration of the premises and purchase of the Securities by the Holders (as defined herein) thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of the Securities of each series thereof as follows:

 

ARTICLE I

 

DEFINITIONS AND INCORPORATION BY REFERENCE

 

Section 1.01                            Definitions.

 

“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 shall be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

 

“Agent” means any Registrar, Paying Agent or co-registrar.

 

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

 

“Bearer Security” means any Security, including any interest coupons appertaining thereto, that does not provide for the identification of the Holder thereof.

 

“Board of Directors” means the board of directors of the Company (or any duly authorized committee thereof);

 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

 

“Business Day” means any day other than a Legal Holiday.

 

“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:

 

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

 

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

 

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

 


 

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

 

“Company” means LifePoint Hospitals, Inc., and any and all successors thereto.

 

“Company Order” means a written order signed in the name of the Company by an Officer of the Company and delivered to the Trustee or, with respect to Sections 2.04, 2.08, 2.09, 2.12 and 9.05 any other employee of the Company named in an Officers’ Certificate delivered to the Trustee.

 

“Corporate Trust Office of the Trustee” means the designated office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 900 Ashwood Parkway, Suite 425,  Atlanta, Georgia 30338, Attention:  Corporate Trust Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

 

“Credit Agreement” means the Credit Agreement, dated as of July 24, 2012, by and among the Company, as borrower, the lenders parties thereto, Citibank, N.A., as administrative agent, Bank of America, N.A. and Barclays Bank plc, as co-syndication agents and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Bank plc, as lead arrangers and bookrunners, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended by the Incremental Facility Amendment No. 1, dated February 6, 2013, and as further 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).

 

“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.

 

“Depositary” means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified pursuant to Section 2.03(a) hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

 

“Designated Senior Debt” means

 

(a)                                 any Indebtedness outstanding under the Credit Agreement; and

 

(b)                                 after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted under this Indenture the principal amount of which is $35.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

 

“Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02 hereof.

 

“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.

 

“Electronic Means” means the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

 

2


 

“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).

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of determination.

 

“Global Security” or “Global Securities” means any Security or Securities, as the case may be, in the form established pursuant to Section 2.02 evidencing all or a part of a series of Securities issued to the Depositary of such series or its nominee and registered in the name of such Depositary or nominee.

 

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

 

“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.

 

“Guarantor” means with respect to Securities of any series, any Domestic Subsidiary who has guaranteed the Company’s obligations under this Indenture and with respect to such series of Securities pursuant to Article 12 hereof; provided that upon the release and discharge of any Person from its Security Guarantee in accordance with this Indenture, such Person shall cease to be a Guarantor.

 

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates.

 

“Holder” means a Person in whose name a Security is registered.

 

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

 

(a)                                 in respect of borrowed money;

 

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

 

(c)                                  in respect of banker’s acceptances;

 

(d)                                 representing Capital Lease Obligations;

 

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

 

(f)                                   representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet 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

 

3


 

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.   The amount of any Indebtedness issued with original issue discount will be the accreted value of such Indebtedness.

 

“Indenture” means this Indenture, as amended or supplemented from time to time.

 

“Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

 

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

 

“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.

 

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

 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

 

“Officers’ Certificate” means a certificate signed on behalf of the Company or, if applicable, a Guarantor, by two Officers of the Company, one of whom, solely for purposes of Section 4.04 hereof, must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 14.05 hereof.

 

“Opinion of Counsel” means, as to the Company or, if applicable, a Guarantor, an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 14.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

 

“Permitted Junior Securities” means Equity Interests in the Company or any Guarantor or debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Securities of a series and the related Security Guarantees, if any, are subordinated to Senior Debt pursuant to this Indenture.

 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

 

“Redemption Date,” when used with respect to any Security to be redeemed, shall mean the date specified for redemption of such Security in accordance with the terms of such Security and this Indenture.

 

4


 

“Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

 

“Registered Security” means any Security in the form (to the extent applicable thereto) established pursuant to Section 2.01 hereof which is registered on the books of the Registrar.

 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of any series means the date specified for that purpose as contemplated by Section 2.03(a) hereof.

 

“Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt.

 

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

 

“Restricted Subsidiary” means any direct or indirect Subsidiary of the Company other than an Unrestricted Subsidiary.

 

“SEC” means the Securities and Exchange Commission.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Security Guarantee” means, with respect to the Securities of any series, the Guarantee with respect to the Securities of such series by each Guarantor pursuant to Article 12 hereof and a supplemental indenture.

 

“Securities” has the meaning assigned to it in the preamble to this Indenture.

 

“Senior Debt” of the Company or a Guarantor, as the case may be, means, with respect to the Securities of any series and any applicable Security Guarantee thereof (except as otherwise specified as contemplated by Section 2.03(a) hereof):

 

(a)                                 (a) all obligations of the Company or any Guarantor, as the case may be, related to the Credit Agreement, whether for principal, premium, if any, interest, including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company or such Guarantor under applicable bankruptcy laws, whether or not such interest is lawfully allowed as a claim after such filing, and all other amounts payable in connection therewith, including, without limitation, any fees, premiums, penalties, expenses, reimbursements, indemnities, damages and other liabilities; and

 

(b)                                 the principal of, premium, if any, and interest on all other Indebtedness of the Company or any Guarantor, as the case may be, other than the Securities, and all Hedging Obligations, in each case whether outstanding on the date of this Indenture or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness or Hedging Obligation, the instrument creating or evidencing the Indebtedness or Hedging Obligation expressly provides that such Indebtedness or Hedging Obligation shall not be senior in right of payment to the Securities.

 

Notwithstanding the foregoing, “Senior Debt” does not include:

 

(a)                                 Indebtedness evidenced by the Securities and the Security Guarantees;

 

5


 

(b) Indebtedness of the Company or any applicable Guarantor that is expressly subordinated in right of payment to any Senior Debt of the Company or such Guarantor or the Securities or the applicable Security Guarantee;

 

(c) Indebtedness of the Company or any applicable Guarantor that by operation of law is subordinate to any general unsecured obligations of the Company or such Guarantor;

 

(d) Indebtedness of the Company or any applicable Guarantor to the extent incurred in violation of any covenant prohibiting the incurrence of Indebtedness applicable to the Securities of such series or the Security Guarantee thereof;

 

(e) any liability for federal, state or local taxes or other taxes, owed or owing by the Company or any applicable Guarantor;

 

(f) accounts payable or other liabilities owed or owing by the Company or any applicable Guarantor to trade creditors, including guarantees thereof or instruments evidencing such liabilities;

 

(g) amounts owed by the Company or any applicable Guarantor for compensation to employees or for services rendered to the Company or such Guarantor;

 

(h) Indebtedness of the Company or any applicable Guarantor to any Restricted Subsidiary or any other Affiliate of the Company or such Guarantor;

 

(i) Capital Stock of the Company or any applicable Guarantor;

 

(j) Indebtedness which when incurred and without respect to any election under Section 1111(b) of Title 11 of the U.S. Code is without recourse to the Company or any Restricted Subsidiary; and

 

(k) other Indebtedness identified for any series of Securities pursuant to Section 2.03(a) hereof.

 

“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.

 

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of any issue means a date fixed by the Trustee pursuant to Section 2.14 hereof.

 

“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.

 

“Subsidiary” means, (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 the Company and/or by 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.

 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

 

6


 

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

 

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

 

(a)                                 has no Indebtedness other than Indebtedness that is without recourse to the Company or its Restricted Subsidiaries;

 

(b)                                 is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

 

(c)                                  is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any (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

 

(d)                                 has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

 

“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.

 

Section 1.02                            Other Definitions.

 

Term

 

Defined in Section

 

“Covenant Defeasance”

 

8.03

 

“Defaulted Interest”

 

2.14

 

“Event of Default”

 

6.01

 

“Legal Defeasance”

 

8.02

 

“Paying Agent”

 

2.05

 

“Registrar”

 

2.05

 

 

Section 1.03                            Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings: “indenture securities” means the Securities; “indenture security Holder” means a Holder of a Security; “indenture to be qualified” means this Indenture; “indenture trustee” or “institutional trustee” means the Trustee; and “obligor” on the Securities and the Security Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Securities and the Security Guarantees, respectively.

 

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

 

Section 1.04                            Rules of Construction.  Unless the context otherwise requires:

 

(a)                                 a term has the meaning assigned to it;

 

(b)                                 an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

 

7


 

(c)                                  “or” is not exclusive;

 

(d)                                 words in the singular include the plural, and in the plural include the singular;

 

(e)                                  provisions apply to successive events and transactions; and

 

(f)                                   references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

 

ARTICLE II

 

THE SECURITIES

 

Section 2.01                            Form Generally.  The Securities of each series shall be substantially in the form of Exhibit A hereto or in such other form as shall be established by delivery to the Trustee of an Officers’ Certificate or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the Officers executing such Securities as evidenced by their execution of the Securities.

 

The permanent Securities shall be printed, lithographed, engraved or cord processed or produced by any combination of these methods or may be produced in any other manner, provided that such method is permitted by the rules of any securities exchange on which such Securities may be listed, all as determined by the Officers executing such Securities as evidenced by their execution of such Securities.

 

Section 2.02                            Securities in Global Form. If Securities of a series are issuable as a Global Security, as specified as contemplated by Section 2.03(a) hereof, then, notwithstanding clause (9) of Section 2.03(a) hereof and the provisions of Section 2.03(b) hereof, any such Global Security shall represent such of the outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon or otherwise notated on the books and records of the Registrar and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Each Global Security shall bear legends as set forth in Exhibit A hereto.  Any endorsement of a Global Security to reflect the aggregate principal amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by the Holder thereof as required by Section 2.08 hereof.

 

Global Securities may be issued in either registered or bearer form and in either temporary or permanent form. Permanent Global Securities will be issued in definitive form.

 

The provisions of the last sentence of Section 2.04 hereof shall apply to any Security represented by a Global Security if such Security was never issued and sold by the Company, and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 14.04 or 14.05 hereof and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 2.04 hereof.

 

Notwithstanding the provisions of Sections 2.02 and 2.14 hereof, unless otherwise specified as contemplated by Section 2.03(a) hereof, payment of principal of and any interest on any Global Security shall be made to the person or persons specified therein.

 

8


 

None of the Company, the Guarantor, if any, the Trustee of such series of Securities, any Paying Agent or Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

 

Section 2.03                            Title and Terms.

 

(a)                                 The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.  The Securities may be issued in one or more series.  There shall be established and, subject to Section 2.04 hereof, set forth, or determined in the manner provided, in an Officers’ Certificate or established in one or more indentures supplemental hereto, prior to the issuances of Securities of any series, any or all of the following, as applicable:

 

(1)                                 the title and series designation of the Securities of the series (which shall distinguish the Securities of the series from all other Securities);

 

(2)                                 any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 2.08, 2.09, 2.12, 3.06, 9.05 or 10.03 hereof and except for any Securities which, pursuant to Section 2.04 hereof, are deemed never to have been authenticated and delivered hereunder);

 

(3)                                 the price or prices at which the Securities of the series will be issued;

 

(4)                                 if the Securities of the series will be guaranteed and the terms of any such Security Guarantees;

 

(5)                                 the date or dates on which the principal amount and premium, if any, of the Securities of the series is payable;

 

(6)                                 the interest rate or rates or the method for calculating the interest rate, which may be fixed or variable, of the Securities of the series, the date or dates from which any such interest shall accrue and the Interest Payment Dates on which such interest shall be payable, subject to the right, if any, of the Company to defer or extend an Interest Payment Date and the duration of such deferral or extension;

 

(7)                                 the place or places where, subject to the provisions of Section 4.02 hereof, the principal of, premium, if any, and interest on Securities of the series will be payable and where any Securities of the series may be surrendered for registration of transfer, Securities of the series may be surrendered for exchange and notices and demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;

 

(8)                                 the right, if any, to redeem the Securities of the series and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part;

 

(9)                                 any mandatory or optional sinking fund or analogous provisions;

 

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(10)                          whether the Securities of the series will be secured and any provisions relating to the security provided;

 

(11)                          if and the terms and conditions upon which the Securities of the series may or must be converted into securities of the Company or exchanged for securities of the Company or another enterprise;

 

(12)                          if other than the principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02 hereof;

 

(13)                          whether the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to Section 8.04 or 8.05 hereof or both such Sections and, if other than by an Officers’ Certificate, the manner in which any election by the Company to defease such Securities shall be evidenced;

 

(14)                          any addition to or change in the Events of Default which apply to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02 hereof;

 

(15)                          if other than U.S. dollars, the currency or currencies in which payment of the principal of, premium, if any, and interest on the Securities of the series shall be payable and whether the Securities of the series may be satisfied and discharged other than as provided in Article 8 hereof;

 

(16)                          any terms applicable to Original Issue Discount, if any, (as that term is defined in the Internal Revenue Code of 1986 and the Regulations thereunder) including the rate or rates at which such Original Issue Discount, if any, shall accrue;

 

(17)                          if the Securities of the series may be issued or delivered (whether upon original issuance or upon exchange of a temporary Security of such series or otherwise), or any installment of principal of, or any premium or interest is payable, only upon receipt of certain certificates or other documents or satisfaction of other conditions in addition to those specified in this Indenture, the form and terms of such certificates, documents or conditions;

 

(18)                          whether the Securities of the series may be represented initially by a Security in temporary or permanent global form and, if so, the Depositary with respect to any such temporary or permanent Global Security, and if other than as provided in Section 2.08 or 2.12 hereof, as applicable, whether and the circumstances under which beneficial owners of interests in any such temporary or permanent Global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination;

 

(19)                          whether Securities of the series are to be issued as Registered Securities, Bearer Securities or both, the terms and conditions relating to the applicable form, including, but not limited to, tax compliance, registration and transfer procedures and, if in registered form, the denominations in which

 

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any Registered Securities of the series will be issuable if other than denominations of $1,000 and any integral multiple thereof and if in bearer form, the denominations in which any Bearer Securities will be issuable;

 

(20)                          any special United States federal income tax considerations applicable to the Securities of the series;

 

(21)                          any addition to or change in the covenants set forth in Article 4 which apply to Securities of the series;

 

(22)                          whether the subordination provisions of Article 11 hereof apply to the Securities of the series or any different subordination provisions, including a different definition of “Senior Debt,” apply to the Securities of the series; and

 

(23)                          any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.01(i) hereof).

 

All Securities of any one series shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to an Officers’ Certificate pursuant to this Section 2.03(a) or in any indenture supplemental hereto.

 

All Securities of any one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series or for the establishment of additional terms with respect to the Securities of such series.

 

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of any appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

 

(b)                                 Unless otherwise provided as contemplated by Section 2.03(a) hereof with respect to any series of Securities, the Securities of such series shall be issuable in denominations of $1,000 or integral multiples thereof.

 

Section 2.04                            Execution, Authentication, Delivery and Dating. At least one Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time a Security is authenticated, the Security shall nevertheless be valid.

 

A Security shall not be valid until authenticated by the manual signature of the Trustee.  The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

 

At any time and from time to time after the execution and delivery of this Indenture (and subject to delivery of an Officers’ Certificate or a supplemental indenture as set forth in Section 2.03(a) hereof with respect to the initial issuance of Securities of any series), the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities.  If the forms or terms of the Securities of the series have been established in or pursuant to one or more Officers’ Certificates as permitted by Sections 2.01 and 2.03(a) hereof, in authenticating such Securities, and accepting the additional responsibilities under this

 

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Indenture in relation to such Securities, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating:

 

(a)                                 that the form or forms and terms of such Securities have been duly authorized by the Company and established in conformity with the provisions of this Indenture; and

 

(b)                                 that such Securities when authenticated and delivered by the Trustee or its authenticating agent and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, subject to customary exceptions.

 

Notwithstanding the provisions of Section 2.03(a) hereof and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 2.03(a) hereof and the Opinion of Counsel required by the preceding paragraph at or prior to the time of authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

 

Each Security shall be dated the date of its authentication.

 

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.  The Trustee’s certificate of authentication shall be in substantially the following form:

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

Dated:

The Bank of New York Mellon Trust Company, N.A., as Trustee

 

By:

 

 

 

 

 

Authorized Signatory

 

Notwithstanding the foregoing, if any Security shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 hereof together with a written statement (which need not comply with Section 14.04 or 14.05 hereof and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

 

Section 2.05                            Registrar and Paying Agent.  The Company shall maintain, with respect to each series of Securities, an office or agency where such Securities may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Securities may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain another entity as Registrar or Paying

 

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Agent, the Trustee shall act as such.  The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

 

The Company initially appoints the Trustee to act as the Registrar and Paying Agent.

 

Section 2.06                            Paying Agent to Hold Money in Trust.  The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders of Securities of any series or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on such series of Securities, and will notify the Trustee of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.  Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money.  If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.  Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Securities.

 

Section 2.07                            Holder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders of each series of Securities and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of such series of Securities and the Company shall otherwise comply with TIA § 312(a).

 

Section 2.08                            Registration, Registration of Transfer and Exchange.  Upon surrender for registration of transfer of any Securities of a series at an office or agency of the Company designated pursuant to Section 4.02 hereof for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations, of a like aggregate principal amount.  The Company shall not charge a service charge for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the Holder requesting such transfer or exchange (other than any exchange of a temporary Security for a permanent Security not involving any change in ownership or any exchange pursuant to Section 2.12, 3.06, 9.05 or 10.3 hereof, not involving any transfer).

 

Notwithstanding any other provisions (other than the provisions set forth in the sixth and seventh paragraphs) of this Section 2.08, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

 

At the option of the Holder of Securities of any series, Securities of such series may be exchanged for other Securities of the same series of any authorized denomination or denominations of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

 

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Unless otherwise specified as contemplated by Section 2.03(a) hereof, if the Securities of any series shall have been issued in the form of one or more Global Securities, such series of Securities in global form will be exchanged for Securities of such series in permanent form if (i) the Depositary for the Securities of such series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series and a successor Depositary for the Securities of such series is not appointed by the Company within 120 days after the Company receives such notice, (ii) the Company in its sole discretion determines that the Securities of such series shall no longer be represented by such Global Security or Securities or (iii) an Event of Default with respect to the Securities of such series shall have occurred and be continuing.  In any such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of permanent Securities of such series, will authenticate and deliver Securities of such series in permanent form and in an aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form.

 

Notwithstanding the foregoing, except as otherwise specified in the preceding paragraph or as contemplated by Section 2.03(a) hereof, any Global Security shall be exchangeable only as provided in this paragraph.  If the beneficial owners of interests in a Global Security are entitled to exchange such interests for permanent Securities of such series and of like principal amount and tenor but of another authorized form and denomination, as specified as contemplated by Section 2.03(a) hereof, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged, the Company shall deliver to the Trustee permanent Securities in aggregate principal amount equal to the principal amount of such Global Security, executed by the Company.  On or after the earliest date on which such interests may be so exchanged, such Global Security shall be surrendered by the Depositary with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for permanent Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such Global Security, an equal aggregate principal amount of permanent Securities of the same series of authorized denominations and of like tenor as the portion of such Global Security to be exchanged which shall be in the form of Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that notwithstanding the last paragraph of this Section 2.08 hereof, no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date.  If a Registered Security is issued in exchange for any portion of a Global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest (as defined herein), interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security is payable in accordance with the provisions of this Indenture.

 

Upon the exchange of a Security in global form for Securities in permanent form, such Security in global form shall be cancelled by the Trustee.  All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures for the disposition of cancelled securities and a certificate of such disposition delivered to the Company unless the Company directs, by Company Order, that the Trustee shall cancel Securities and deliver such cancelled Securities to the Company.  Securities issued in exchange for a Security in global form pursuant to this Section 2.08 hereof shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall

 

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instruct the Trustee in writing.  The Trustee shall deliver such Securities as instructed in writing by the Depositary.

 

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

 

Every Security presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

 

The Company shall not be required (i) to issue, register the transfer of or exchange any Securities of any series during a period beginning at the opening of 15 Business Days before any selection of Securities of such series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption or (ii) to register the transfer of or exchange any Security of any series so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.

 

Section 2.09                            Replacement Securities.  If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, the Company shall issue and the Trustee, upon receipt of a Company Order, shall authenticate and deliver a replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding, if the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced.  The Company may charge for its expenses in replacing a Security.

 

Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

 

Notwithstanding the foregoing provisions of this Section 2.09, in case any mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

 

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons.

 

Section 2.10                            Outstanding Securities.  The Securities of any series outstanding at any time are all the Securities of such series authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding.  Except as set forth in Section 2.11 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.  Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including, without limitation, determinations pursuant to Articles 6 and 9 hereof).  In addition, in determining whether the Holders of the requisite principal amount of outstanding Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Discount Security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof pursuant to Section 6.02 hereof and (ii) the principal amount of a Security denominated in a foreign currency or

 

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currencies shall be the dollar equivalent, as determined on the date of original issuance of such Security, of the principal amount (or, in the case of a Discount Security, the dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security.

 

If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

 

If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

 

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Securities payable on that date, then on and after that date such Securities shall be deemed to be no longer outstanding and shall cease to accrue interest.

 

Section 2.11                            Treasury Securities.  In determining whether the Holders of the required principal amount of Securities of any series have concurred in any direction, waiver or consent, Securities of such series owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities of that series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

 

Section 2.12                            Temporary Securities.  Until certificates representing Securities of any series are ready for delivery, the Company may prepare and the Trustee, upon receipt of a Company Order, shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of certificated Securities but may have variations that the Company considers appropriate for temporary Securities and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities of the same series in exchange for temporary Securities.  Holders of temporary Securities of any series shall be entitled to all of the benefits of this Indenture as permanent Securities of the same series.

 

Section 2.13                            Cancellation.  The Company at any time may deliver Securities to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Securities as provided in Section 2.08 hereof (subject to the record retention requirement of the Exchange Act).  Certification of the disposition of all canceled Securities shall be delivered to the Company upon its written request therefor.  The Company may not issue new Securities to replace Securities that it has paid or that have been delivered to the Trustee for cancellation.

 

Section 2.14                            Payment of Interest.  Unless otherwise provided as contemplated by Section 2.03(a) hereof with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

 

If the Company defaults in a payment of interest on the Securities of any series which is payable (“Defaulted Interest”), it shall pay the Defaulted Interest in any lawful manner plus, to the extent lawful, interest payable on the Defaulted Interest, to the Persons who are Holders of the series on a subsequent Special Record Date, in each case at the rate provided in the Securities of that series and in Section 4.01 hereof.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to

 

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be paid on each Securities of a series and the date of the proposed payment.  The Company shall fix or cause to be fixed each such Special Record Date and payment date, provided that no such Special Record Date shall be less than 10 days prior to the related payment date for such Defaulted Interest.  At least 15 days before the Special Record Date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall send or cause to be sent to Holders of the series a notice that states the Special Record Date, the related payment date and the amount of such interest to be paid.

 

Subject to the foregoing provisions of this Section 2.14 and Section 2.08 hereof, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

 

Section 2.15                            Persons Deemed Owners.  Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (except as otherwise specified as contemplated by Section 2.03(a) hereof and subject to Sections 2.08 and 2.14 hereof) interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

 

None of the Company, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

 

Section 2.16                            Computation of Interest.  Except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of any series, (i) interest on any Securities which bear interest at a fixed rate shall be computed on the basis of a 360-day year comprised of twelve 30-day months and (ii) interest on any Securities which bear interest at a variable rate shall be computed on the basis of the actual number of days in an interest period divided by 360.

 

Section 2.17                            CUSIP Numbers.  The Company, in issuing the Securities, may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities of a series or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

 

ARTICLE III

 

REDEMPTION AND PREPAYMENT

 

Section 3.01                            Right to Redeem; Notices to Trustee. Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of any series) in accordance with this Article 3. If the Company elects to redeem Securities of any series, it shall furnish to the Trustee, at least 35 days (or such shorter period as may be acceptable to the Trustee) but not more than 75 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Securities of

 

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such series to be redeemed, (iv) any other information necessary to identify the Securities of such series to be redeemed and (v) the Redemption Price.

 

Section 3.02                            Selection of Securities to Be Redeemed. Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, if less than all of the Securities of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select the Securities to be redeemed or purchased among the Holders of the Securities of that Series, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate; provided that, to the extent the Securities of such Series are represented by a Global Security, the Securities of such Series to be redeemed or repurchased shall be selected in accordance with the procedures of the Depositary.  Subject to the proviso of the immediately preceding sentence, in the event of partial redemption by lot, the particular Securities to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Securities not previously called for redemption.

 

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed. Unless otherwise specified as contemplated by Section 2.03(a) hereof, Securities and portions of Securities selected will be in amounts of $1,000 or whole multiples of $1,000. Except as provided in the preceding sentence, provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

 

Section 3.03                            Notice of Redemption to Holders. Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, at least 30 days but not more than 60 days before a Redemption Date, the Company shall send or cause to be sent a notice of redemption to each Holder whose Securities are to be redeemed at its registered address.

 

The notice shall identify the Securities to be redeemed and shall state:

 

(a)                                 the Redemption Date;

 

(b)                                 the Redemption Price;

 

(c)                                  if less than all the outstanding Securities of any series are to be redeemed, the identification (and in the case of partial redemption, the principal amount) of the particular Security to be redeemed;

 

(d)                                 that, after the Redemption Date upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Security;

 

(e)                                  the name and address of the Paying Agent;

 

(f)                                   that Securities called for redemption must be surrendered to the Paying Agent to collect the Redemption Price;

 

(g)                                  that, unless the Company defaults in making such redemption payment, interest, if any, on Securities called for redemption ceases to accrue on and after the Redemption Date;

 

(h)                                 the paragraph of the Securities and/or Section of this Indenture pursuant to which the Securities called for redemption are being redeemed;

 

(i)                                     that the redemption is for a sinking fund, if such is the case; and

 

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(j)                                    that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

 

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 5 Business Days prior to the date chosen for giving such notice to the Holders (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

 

Notwithstanding the foregoing, a redemption notice may be sent more than 60 days prior to the Redemption Date if the notice is issued in connection with a defeasance of the Securities or satisfaction and discharge of this Indenture.

 

Section 3.04                            Effect of Notice of Redemption.  Once notice of redemption is sent in accordance with Section 3.03 hereof, Securities called for redemption become irrevocably due and payable on the Redemption Date at the Redemption Price. A notice of redemption may not be conditional.

 

Section 3.05                            Deposit of Redemption Price.  Prior to 12:00 noon (Eastern Standard Time) on the Redemption Date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the Redemption Price of and accrued interest on all Securities of a series to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the Redemption Price of, and accrued interest on, all Securities to be redeemed.

 

If the Company complies with the provisions of the preceding paragraph, on and after the Redemption Date, interest shall cease to accrue on the Securities or the portions of Securities called for redemption. If a Security is redeemed on or after a Regular Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such Regular Record Date. If any Security called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the Redemption Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof.

 

Section 3.06                            Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

 

ARTICLE IV

 

COVENANTS

 

Section 4.01                            Payment of Securities.  The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Securities on the dates and in the manner provided in the Securities. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Standard Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

 

Section 4.02                            Maintenance of Office or Agency.  The Company shall maintain in each place of payment for any series of Securities an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Securities of a series may be

 

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surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities of such series and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.  The Company also may from time to time designate one or more other offices or agencies where the Securities of a series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each place of payment for Securities of any series for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

 

With respect to any Global Security, and except as otherwise may be specified for such Global Security as contemplated by Section 2.03(a) hereof, the Corporate Trust Office for the Trustee shall be the place of payment where such Global Security may be presented or surrendered for payment or for registration of transfer or exchange, or where successor Securities may be delivered in exchange therefore, provided, however, that any such payment, presentation, surrender or delivery effected pursuant to the procedures of the Depositary for such Global Security shall be deemed to have been effected at the place of payment for such Global Security in accordance with the provisions of this Indenture.

 

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.04 hereof.

 

Section 4.03                            Reports.  Whether or not required by the rules and regulations of the SEC, so long as any Securities of any series are outstanding, the Company shall furnish to the Holders of such series of Securities (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations. In addition, whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a).

 

Section 4.04                            Compliance Certificate.

 

(a)                                 The Company and each Guarantor, if any, (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto).

 

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ARTICLE V

 

SUCCESSORS

 

Section 5.01                            Merger, Consolidation, or Sale of Assets.  Unless otherwise specified as contemplated by Section 2.03(a) hereof, the Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

 

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

 

(b)                                 the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Securities and this Indenture pursuant to a supplemental indenture reasonably satisfactory to the Trustee.

 

In addition, the Company may not, directly or indirectly, lease all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person. This Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors, as applicable.

 

Section 5.02                            Successor Corporation Substituted.  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 the Company and its Restricted Subsidiaries, taken as a whole in accordance with the provisions of Section 5.01 hereof, the successor Person formed by such consolidation or into which the Company 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, the Company under this Indenture with the same effect as if such successor had been named as the Company therein. When a successor assumes all the obligations of its predecessor under this Indenture and the Securities following a consolidation or merger, or any sale, assignment, transfer, conveyance, transfer or other disposition of 90% or more of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be released from those obligations.

 

ARTICLE VI

 

DEFAULTS AND REMEDIES

 

Section 6.01                            Events of Default.  Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, an “Event of Default” occurs, with respect to each series of Securities individually, if:

 

(a)                                 the Company defaults in the payment when due of interest on the Securities of such series and such default continues for a period of 30 days;

 

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(b)                                 the Company defaults in the payment when due of principal of or premium, if any, on the Securities of such series when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise;

 

(c)                                  the Company fails to comply with any of the provisions of Section 5.01 hereof if applicable to such series of Securities;

 

(d)                                 the Company fails to observe or perform any other covenant or other agreement in this Indenture applicable to such series of Securities or the Securities of such series for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of such series then outstanding voting as a single class;

 

(e)                                  the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

 

(i)                                     commences a voluntary case,

 

(ii)                                  consents to the entry of an order for relief against it in an involuntary case,

 

(iii)                               consents to the appointment of a custodian of it or for all or substantially all of its property,

 

(iv)                              makes a general assignment for the benefit of its creditors, or

 

(v)                                 generally is not paying its debts as they become due;

 

(f)                                   a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

 

(i)                                     is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary in an involuntary case;

 

(ii)                                  appoints a custodian of the Company or any of its Restricted Subsidiaries or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; or

 

(iii)                               orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary;

 

and the order or decree remains unstayed and in effect for 60 consecutive days;

 

(g)                                  except as permitted by this Indenture, any Security Guarantee relating to such series of Securities is 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 relating to such series of Securities, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under such Guarantor’s Security Guarantee (unless such Guarantor could be released from its Guarantee in accordance with this Indenture and as specified pursuant to Section 2.03(a) hereof); or

 

(h)                                 any other Event of Default provided with respect to the Securities of that series, which is specified in a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.03(a) hereof.

 

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Section 6.02                            Acceleration.  If any Event of Default (other than an Event of Default specified in clause (e) or (f) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities of that series may declare all the Securities of that series to be due and payable immediately.  Upon any such declaration, the Securities of that series shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (e) or (f) of Section 6.01 hereof occurs with respect to the Company, all outstanding Securities of that series shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Securities of a series by written notice to the Trustee may on behalf of all of the Holders of such series of Securities rescind an acceleration and its consequences if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

 

Section 6.03                            Other Remedies.  If an Event of Default with respect to a series of Securities occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Securities of such series or to enforce the performance of any provision of the Securities of such series or this Indenture.

 

The Trustee may maintain a proceeding even if it does not possess any of the Securities of a series or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Security of such series in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

 

Section 6.04                            Waiver of Past Defaults.  Holders of not less than a majority in aggregate principal amount of the then outstanding Securities of a series by notice to the Trustee may on behalf of the Holders of all of the Securities of such series waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Securities of that series (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Securities of a series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

 

Section 6.05                            Control by Majority.  Holders of a majority in principal amount of the then outstanding Securities of any series may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of such Securities or that may involve the Trustee in personal liability.

 

Section 6.06                            Limitation on Suits.  A Holder of any Security of any series may pursue a remedy with respect to this Indenture or such series of Securities only if:

 

(a)                                 the Holder of a Security of such series gives to the Trustee written notice of a continuing Event of Default;

 

(b)                                 the Holders of at least 25% in principal amount of the then outstanding Securities of such series make a written request to the Trustee to pursue the remedy;

 

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(c)                                  the Holder of a Security of such series or Holders of Securities of such series offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

 

(d)                                 the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

 

(e)                                  during such 60-day period the Holders of a majority in principal amount of the then outstanding Securities of such series do not give the Trustee a direction inconsistent with the request.

 

A Holder of any Security may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

 

Section 6.07                            Rights of Holders of Securities to Receive Payment.  Notwithstanding any other provision of this Indenture, the Holder of any Security shall have the right to receive payment of principal of, premium, if any, and interest on such Security, on or after the respective due dates expressed in such Security (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such Holder.

 

Section 6.08                            Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Securities of any series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

 

Section 6.09                            Trustee May File Proofs of Claim.  The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Securities of any series allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities of that series), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

 

Section 6.10                            Priorities.  If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

 

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First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

 

Second: to Holders of Securities for amounts due and unpaid on the Securities of any series for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities of that series for principal, premium, if any and interest, respectively; and

 

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

 

The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 6.10.

 

Section 6.11                            Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Security of any series pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Securities of any series.

 

ARTICLE VII

 

TRUSTEE

 

Section 7.01                            Duties of Trustee.

 

(a)                                 If an Event of Default with respect to the Securities of any series has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

 

(b)                                 With respect to the Securities of any series, except during the continuance of an Event of Default with respect to Securities of such series:

 

(i)                                     the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

 

(ii)                                  in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

 

(c)                                  The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

 

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(i)                                     this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

 

(ii)                                  the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

 

(iii)                               the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

 

(d)                                 Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

 

(e)                                  No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

 

(f)                                   The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

 

Section 7.02                            Rights of Trustee.

 

(a)                                 The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

 

(b)                                 Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

 

(c)                                  The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

 

(d)                                 The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

 

(e)                                  Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor, if applicable, shall be sufficient if signed by an Officer of the Company or Guarantor, as applicable.

 

(f)                                   The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

 

(g)                                  The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to

 

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sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

 

(h)                                 In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

(i)                                     The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject to applicable legal requirements) be entitled to examine, during normal business hours, the books, records and premises of the Company or any Guarantor, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

 

(j)                                    The Trustee shall not be charged with knowledge of any Default or any Event of Default unless either (i) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default shall have been given to a Responsible Officer of the Trustee by the Company or any other obligor on the Securities, or by any Holder of the Securities.

 

(k)                                 The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder.

 

Section 7.03                            Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

 

Section 7.04                            Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Securities or any other document in connection with the sale of the Securities or pursuant to this Indenture other than its certificate of authentication.

 

Section 7.05                            Notice of Defaults.  If a Default or Event of Default occurs and is continuing with respect to a series of Securities and if it is known to the Trustee, the Trustee shall mail to Holders of Securities of such series a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Securities.

 

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Section 7.06                            Reports by Trustee to Holders of the Securities.  Within 60 days after each July 15 beginning with the July 15 following the date of this Indenture, and for so long as Securities of any series remain outstanding, the Trustee shall mail to the Holders of the Securities of such series a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also shall comply with TIA § 313(b)(2). The Trustee also shall transmit all reports as required by TIA § 313(c).

 

A copy of each report at the time of its transmittal to the Holders of Securities shall be sent to the Company and filed with the SEC and each stock exchange on which the Securities are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Securities are listed on any stock exchange and of any delisting thereof.

 

Section 7.07                            Compensation and Indemnity.  The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.

 

The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

 

The Company shall indemnify the Trustee against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

 

The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

 

To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities. Such Lien shall survive the satisfaction and discharge of this Indenture.

 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

 

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

 

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Section 7.08                            Replacement of Trustee.  A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

 

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Securities of any series may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

 

(a)                                 the Trustee fails to comply with Section 7.10 hereof;

 

(b)                                 the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

 

(c)                                  a custodian or public officer takes charge of the Trustee or its property; or

 

(d)                                 the Trustee becomes incapable of acting.

 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities of any series may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the Company’s expense, the Company, or the Holders of at least 10% in principal amount of the then outstanding Securities of any series may petition any court of competent jurisdiction for the appointment of a successor Trustee.

 

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

 

Section 7.09                            Successor Trustee by Merger, etc.  If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee, provided that it is eligible under the TIA and this Article VII.

 

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor Trustee or to

 

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authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

 

Section 7.10                            Eligibility; Disqualification.  There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

 

This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

 

Section 7.11                            Preferential Collection of Claims Against Company.  The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

 

ARTICLE VIII

 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

 

Section 8.01                            Option to Effect Legal Defeasance or Covenant Defeasance.  Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to Securities of a particular series, the Company may elect, at its option, at any time, to have either Section 8.02 or 8.03 hereof be applied to all outstanding Securities of any series designated pursuant to Section 2.03(a) hereof as being defeasible (the “Defeased Securities”) in accordance with any additional requirements provided pursuant to Section 2.03(a) hereof and upon compliance with the conditions set forth below in this Article 8. Any such election shall be evidenced by a Board Resolution set forth in an Officers’ Certificate or in another manner specified as contemplated by Section 2.03(a) hereof for such Securities.  \

 

Section 8.02                            Legal Defeasance and Discharge.  Upon the Company’s exercise under Section 8.01 hereof of the option (if any) to have this Section 8.02 applied to any Securities of any series, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Defeased Securities on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Defeased Securities, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Defeased Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Defeased Securities to receive solely from the trust fund under Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Defeased Securities when such payments are due, (b) the Company’s obligations with respect to such Defeased Securities under Article 2 and Section 4.01 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article 8.  Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

 

Section 8.03                            Covenant Defeasance.  Upon the Company’s exercise under Section 8.01 hereof of the option (if any) to have this Section 8.03 applied to any Securities of any series the Company and, if applicable, each Guarantor shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under Section 4.03 hereof and Articles 5 and 12

 

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hereof and such other provisions as may be provided as contemplated by Section 2.03(a) hereof with respect to Securities of a particular series and with respect to the outstanding Defeased Securities on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Defeased Securities shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders of such Defeased Securities (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Defeased Securities shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Defeased Securities, the Company and, if applicable, each Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Defeased Securities shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof and Sections 6.01(c), (d) and (g) hereof shall not constitute Events of Default.

 

Section 8.04                            Conditions to Legal or Covenant Defeasance.  The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to a series of outstanding Securities:

 

Unless otherwise specified as contemplated by Section 2.03(a) hereof with respect to any series of Securities, in order to exercise either Legal Defeasance or Covenant Defeasance:

 

(a)                                 the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the outstanding Securities of such series on the stated date for payment thereof or on the applicable redemption date, as the case may be;

 

(b)                                 in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date this Indenture was first executed, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Securities of such series 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; and

 

(c)                                  in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Securities of such series 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.

 

Section 8.05                            Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.  Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in

 

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respect of the outstanding Defeased Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Defeased Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Defeased Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

 

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Defeased Securities.

 

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

 

Section 8.06                            Repayment to Company.  Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Securities of a series and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such series of Securities shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

 

Section 8.07                            Reinstatement.  If the Trustee or Paying Agent is unable to apply any cash or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Defeased Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Defeased Securities following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Defeased Securities to receive such payment from the money held by the Trustee or Paying Agent.

 

ARTICLE IX

 

AMENDMENT, SUPPLEMENT AND WAIVER

 

Section 9.01                            Without Consent of Holders of Securities.  Notwithstanding Section 9.02 hereof, the Company, the Guarantors, if any, and the Trustee at any time and from time to time may amend this Indenture or enter into one or more indentures supplemental hereto without the consent of any Holder of a Security for any of the following purposes:

 

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

 

(b)                                 to provide for uncertificated Securities in addition to or in place of certificated Securities in a manner that does not materially adversely affect any Holder;

 

(c)                                  to provide for the assumption of the Company’s or, if applicable, a Guarantor’s obligations to the Holders of the Securities or a series by a successor pursuant to Article 5 or 12 hereof;

 

(d)                                 to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder;

 

(e)                                  to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

 

(f)                                   to add a Guarantor with respect to Securities of any series;

 

(g)                                  to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.08 hereof;

 

(h)                                 to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, a Guarantor’s obligations herein in any property or assets;

 

(i)                                     to add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security; or

 

(j)                                    to establish the form and terms of Securities of any series permitted by Sections 2.01 and 2.03(a) hereof, respectively.

 

Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

 

Section 9.02                            With Consent of Holders of Securities.  Except as provided below in this Section 9.02, the Company and the Trustee may amend this Indenture or the Securities of any series with the consent of the Holders of at least a majority in principal amount of the Securities of such series then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default with respect to a particular series of Securities (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on such Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any

 

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provision of this Indenture or such Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of such series voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, such Securities).

 

Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with the Company and, if applicable, the Guarantors in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

 

It shall not be necessary for the consent of the Holders of Securities under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

 

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Securities affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof and except as otherwise provided below in this Section 9.02, the Holders of a majority in aggregate principal amount of the Securities of any series then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities of such series.  However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Securities of such series held by a non-consenting Holder):

 

(a)                                 change the Stated Maturity of, the principal of, or any installment of principal or interest on, any such Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon redemption thereof or reduce the amount of principal of or premium, if any, on any such Discount Security that would be due and payable upon a declaration of acceleration of maturity thereof pursuant to Section 6.02 hereof, or change the place of payment where, or change the coin or currency in which, any principal of, or any installment of interest on, any such Security is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);

 

(b)                                 reduce the percentage in principal amount of the outstanding Securities of any series, the consent of whose Holders is required for any such amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) with respect to the Securities of such series provided for in this Indenture;

 

(c)                                  modify any of the provisions of this Section 9.02 or Section 6.04 or 6.07 hereof, except to increase the percentage of outstanding Securities of such series required for such actions to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security of a series affected thereby;

 

(d)                                 release any applicable Guarantor from any of its obligations under its Security Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

 

(e)                                  change such other matters as may be specified pursuant to Section 2.03(a) hereof.

 

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Section 9.03                            Compliance with Trust Indenture Act.  Every amendment or supplement to this Indenture or the Securities of any series shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

 

Section 9.04                            Revocation and Effect of Consents.  Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Securities if a Responsible Officer of the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

 

Section 9.05                            Notation on or Exchange of Securities.  The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Security of a series thereafter authenticated. The Company in exchange for all Securities of a series may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Securities of such series that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver.

 

Section 9.06                            Trustee to Sign Amendments, etc.  The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

 

Section 9.07                            Effect of Supplemental Indentures.  Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby, except to the extent otherwise set forth thereon.

 

ARTICLE X

 

SINKING FUNDS

 

Section 10.01                     Applicability of Article.  The provisions of this Article 10 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise specified as contemplated by Section 2.03(a) hereof for Securities of such series.

 

The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in hereof.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of the Securities of such series.

 

Section 10.02                     Satisfaction of Sinking Fund Payments with Securities.  The Company (a) may deliver outstanding Securities of a series with the same issue date, interest rate and

 

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Stated Maturity (other than any previously called for redemption) and (b) may apply as a credit Securities of a series with the same issue date, interest rate and Stated Maturity which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of such series with the same issue date, interest rate and Stated Maturity; provided, that such Securities have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

 

Section 10.03                     Redemption of Securities for Sinking Fund.  Not less than 60 days (or such shorter period as shall be acceptable to the Trustee) prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 10.02 hereof and will also deliver to the Trustee any Securities to be so delivered.  Not less than 30 days before each such sinking fund payment date the Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 3.02 hereof and notice of the redemption thereof shall be given in the name of and at the expense of the Company in the manner provided in Section 3.03 hereof. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.04 and 3.06 hereof.

 

ARTICLE XI

 

SUBORDINATION

 

Section 11.01                     Agreement to Subordinate. The Company agrees, and each Holder by accepting a Security agrees that, unless otherwise specified as contemplated by Section 2.03(a) hereof, the Indebtedness evidenced by the Security is subordinated in right of payment, to the extent and in the manner provided in this Article 11, to the prior payment in full of all Senior Debt with respect to such Security (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of such Senior Debt.

 

Section 11.02                     Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or any marshaling of the Company’s assets and liabilities:

 

(a)                                 holders of Senior Debt shall be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not allowable as a claim in such proceeding) before Holders of the Securities of a series shall be entitled to receive any payment with respect to such Securities (except that Holders may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof); and

 

(b)                                 until all Obligations with respect to Senior Debt (as provided in clause (a) above) are paid in full, any distribution to which Holders of Securities of such series would be entitled but for this Article 11 shall be made to holders of Senior Debt (except that Holders of Securities may receive and retain (A) Permitted Junior Securities and (B) payments and other distributions

 

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made from any defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear.

 

Section 11.03                     Default on Designated Senior Debt.

 

(a)                                 The Company may not make any payment or distribution in respect of the Securities of such series (other than (A) Permitted Junior Securities and (B) payments and other distributions made from any defeasance trust created pursuant to Section 8.01 hereof) if:

 

(i)                                     a default in the payment of any principal or other Obligations with respect to Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Designated Senior Debt (a “payment default”); or

 

(ii)                                  a default, other than a payment default, on Designated Senior Debt occurs and is continuing that then permits holders of the Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of the default (a “Payment Blockage Notice”) from a Person who may give it pursuant to Section 11.12 hereof. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section 11.03 unless and until (A) at least 360 days shall have elapsed since the delivery of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium, if any, and interest, if any, on the Securities that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been waived for a period of not less than 90 days.

 

(b)                                 The Company may and shall resume payments on and distributions in respect of the Securities of such series upon the earlier of:

 

(i)                                     the date upon which the default is cured or waived or such Designated Senior Debt is discharged or paid in full, or

 

(ii)                                  (in the case of a default referred to in clause (ii) Section 11.03(a) hereof 179 days pass after notice is received if the maturity of such Designated Senior Debt has not been accelerated.

 

Section 11.04                     Acceleration of Securities. If payment of the Securities of such series is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

 

Section 11.05                     When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Securities of a series at a time when such payment is prohibited by Section 11.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt with respect to Securities of such series as their interests may appear or their Representative under this Indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to such Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

 

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With respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 11, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of holders or the Company or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 11, except if such payment is made as a result of the willful misconduct or negligence of the Trustee.

 

Section 11.06                     Notice by Company. The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Securities to violate this Article 11, but failure to give such notice shall not affect the subordination of the Securities to Senior Debt as provided in this Article 11.

 

Section 11.07                     Subrogation. After all Senior Debt is paid in full and until the Securities of a series are paid in full, Holders of Securities of such series shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Securities of such series) to the rights of holders of Senior Debt with respect to Securities of such series to receive distributions applicable to such Senior Debt to the extent that distributions otherwise payable to the Holders of Securities of such series have been applied to the payment of Senior Debt. A distribution made under this Article 11 to holders of Senior Debt that otherwise would have been made to Holders of Securities is not, as between the Company and Holders, a payment by the Company on the Securities.

 

Section 11.08                     Relative Rights. This Article 11 defines the relative rights of Holders of Securities and holders of Senior Debt. Nothing in this Indenture shall:

 

(i)                                     impair, as between the Company and Holders of Securities, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium, if any, and interest on the Securities in accordance with their terms;

 

(ii)                                  affect the relative rights of Holders of Securities and creditors of the Company other than their rights in relation to holders of Senior Debt; or

 

(iii)                               prevent the Trustee or any Holder of Securities from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Securities.

 

If the Company fails because of this Article 11 to pay principal of, premium, if any, or interest on a Security on the due date, the failure is still a Default or Event of Default.

 

Section 11.09                     Subordination May Not Be Impaired by Company. No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by the failure of the Company to comply with this Indenture.

 

Section 11.10                     Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

 

Upon any payment or distribution of assets of the Company referred to in this Article 11, the Trustee and the Holders of Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a

 

38


 

certificate of the trustee in bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit of creditors or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11.

 

Section 11.11                     Rights of Trustee and Paying Agent. Notwithstanding the provisions of this Article 11 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Securities, unless the Trustee shall have received written notice thereof at its Corporate Trust Office from the Company or a holder of Senior Debt; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.01, shall be entitled in all respects to assume that no such facts exist; provided, however, that if a Responsible Officer of the Trustee shall not have received, at least one Business Day prior to the date upon which by the terms hereof any such money may become payable for any purpose, the notice with respect to such money provided for in this Section 11.11, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within one Business Day prior to such date. Nothing in this Article 11 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

 

Subject to the provisions of Section 7.01, the Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Debt (or a trustee or agent on behalf of any such holder).  In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, and if such evidence is not furnished, the Trustee may defer any payment which it may be required to make for the benefit of such person pursuant to the terms of this Indenture pending judicial determination as to the rights of such person to receive such payment.

 

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Any Agent may do the same with like rights.

 

Section 11.12                     Authorization to Effect Subordination. Each Holder of Securities, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 11, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Securities.

 

39

 

ARTICLE XII

 

SECURITY GUARANTEES

 

Section 12.01                     Applicability of this Article.  Except as otherwise specified as contemplated by Section 2.03(a) hereof, the provisions of this Article 12 will be applicable to any series of Securities which is to be guaranteed by one or more Guarantors.

 

Section 12.02                     Guarantee.  Subject to this Article 12, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Securities of a particular series as to which it is a Guarantor authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities of such series or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Securities of such series will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest on the Securities of such series, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities of such series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

 

Subject to this Article 12, the Guarantors hereby, jointly and severally, agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities of a series or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities of such series with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Security Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities of such series and this Indenture.

 

If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Security Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

 

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Security Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Security Guarantee. The Guarantors shall have the right

 

40


 

to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Security Guarantee.

 

Section 12.03                     Subordination of Security Guarantee.  Unless otherwise specified as contemplated by Section 2.03(a) hereof, the Obligations of each Guarantor under any series of Securities which are to be guaranteed pursuant to this Article 12 shall be junior and subordinated to the Senior Debt of such Guarantor with respect to such series of Securities on the same basis as the Securities are junior and subordinated to Senior Debt of the Company with respect to such series of Securities. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Securities pursuant to this Indenture, including Article 11 hereof.

 

The rights, privileges, protections, indemnities and immunities of the Trustee under Article 11 shall be afforded to the Trustee with respect to the subordination of the Security Guarantees.

 

Section 12.04                     Limitation on Guarantor Liability.  Each Guarantor, and by its acceptance of Securities of a series, each Holder, hereby confirms that it is the intention of all such parties that the Security Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Security Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 12, result in the obligations of such Guarantor under its Security Guarantee not constituting a fraudulent transfer or conveyance.

 

Section 12.05                     Release of Guarantors.  The Security Guarantee of a Guarantor with respect to any series of Securities will be released under the circumstances specified for such series of Securities pursuant to Section 2.03(a) hereof.

 

ARTICLE XIII

 

SATISFACTION AND DISCHARGE

 

Section 13.01                     Satisfaction and Discharge.  Except as otherwise contemplated by 2.03(a) hereof, this Indenture will cease to be of further effect with respect to any series of Securities specified by the Company, and the Trustee, at the expense of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series when:

 

(a)                                 either:

 

(i)                                     all Securities of such series that have been authenticated (except lost, stolen or destroyed Securities of such series that have been replaced or paid and Securities of such series for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

 

(ii)                                  all Securities of such series 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 the Company or, if applicable, any Guarantor has irrevocably deposited or caused to be

 

41


 

deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the such Securities not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

 

(b)                                 the Company or, if applicable, any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

 

(c)                                  the Company or, if applicable, any Guarantor has delivered 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.

 

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section 13.01, the provisions of Sections 13.02 and 8.06 hereof shall survive.

 

Section 13.02                     Application of Trust Money.  Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Securities of a series and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

 

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations and, if applicable, any Guarantor’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Securities of such series because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of Securities of such series to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

 

ARTICLE XIV

 

MISCELLANEOUS

 

Section 14.01                     Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

 

Section 14.02                     Notices.  Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

 

42


 

If to the Company and/or any Guarantor:

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

Telecopier No.: (615) 695-8414

Attention: Chief Financial Officer

 

With a copy to:

 

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Telecopier No.: (212) 354-8113

Attention: Michelle B. Rutta, Esq.

 

If to the Trustee:

 

The Bank of New York Mellon Trust Company, N.A.
900 Ashwood Parkway - Suite 425

Atlanta, Georgia 30338
Telecopier No.: (312) 340-8022

Attention: Corporate Trust Administration

 

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

 

Any notice or communication to a Holder shall be sent to the Registered Holders as shown on the register kept by the Registrar. Any notice or communication also shall be so sent to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

 

If the Company sends a notice or communication to Holders, it shall send a copy to the Trustee and each Agent at the same time.

 

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing.  If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.  The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer.  The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company.  The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable

 

43


 

degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee as promptly as practicable upon learning of any compromise or unauthorized use of the security procedures.

 

Section 14.03                     Communication by Holders of Securities with Other Holders of Securities.  Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

 

Section 14.04                     Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

 

(a)                                 an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied or waived; and

 

(b)                                 an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied or waived.

 

Section 14.05                     Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

 

(a)                                 a statement that the Person making such certificate or opinion has read such covenant or condition;

 

(b)                                 a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

 

(c)                                  a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied or waived; and

 

(d)                                 a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied or waived.

 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

 

Any certificate or opinion of an Officer of the Company may be based insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion or representations is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the

 

44


 

exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

 

Section 14.06                     Rules by Trustee and Agents.  The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

 

Section 14.07                     No Personal Liability of Directors, Officers, Employees and Stockholders.  No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or such Guarantor under the Securities, the Security Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

 

Section 14.08                     Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE SECURITIES, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

Section 14.09                     No Adverse Interpretation of Other Agreements.  This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

 

Section 14.10                     Successors.  All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each applicable Guarantor in this Indenture shall bind its successors, except as otherwise provided pursuant to Section 14.05 hereof.

 

Section 14.11                     Severability.  In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 14.12                     Counterpart Originals.  The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

 

Section 14.13                     Table of Contents, Headings, etc.  The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

 

Section 14.14                     Waiver of Jury Trial.

 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

 

45


 

Section 14.15                     Tax Withholding.  In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”) that a foreign financial institution, or issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to related to this Indenture, the Company agrees (i) to provide to the Trustee sufficient information about Holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) that is reasonably requested by the Trustee and in the Company’s possession so the Trustee can determine whether it has tax related obligations under Applicable Law, (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability, and (iii) to hold harmless the Trustee for any losses it may suffer due to the actions it takes to comply with such Applicable Law, in case of each of clauses (ii) and (iii), other than any liability or losses as may be attributable to the Trustee’s willful misconduct or negligence. The terms of this section shall survive the termination of this Indenture.

 

Section 14.16                     Force Majeure.  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

 

[Signatures on the following page]

 

46


 

SIGNATURES

 

Dated as of [              ]

 

 

 

 

LIFEPOINT HOSPITALS, INC.

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

47


 

Exhibit A

 

[Legend if Security is a Global Security]

 

THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.08 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.13 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF LIFEPOINT HOSPITALS, INC.

 

A-1

 

[Face of Security]

 

 

CUSIP

 

 

[TITLE OF SECURITIES]

 

No.

$

 

 

LIFEPOINT HOSPITALS, INC.

 

promises to pay to                                                                               or registered assigns, the principal sum of                                                                                                                              Interest Payment Dates [                        ] and [                        ], commencing on [            ].

 

Record Dates:  [                            ] and [                            ]

 

Dated:                                ,

 

 

LIFEPOINT HOSPITALS, INC.

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

Dated:                     ,      

 

This is one of the Securities referred to
in the within-mentioned Indenture:

 

[                            ],

as Trustee

 

By:

 

 

 

Authorized Signatory

 

 

2


 

[Back of Security]

 

[TITLE OF SECURITIES]

 

[Insert the Global Security Legend, if applicable pursuant to the provisions of this Indenture]

 

[Insert any legend required by the Internal Revenue Code and the regulations thereunder]

 

Capitalized terms used herein shall have the meanings assigned to them in this Indenture referred to below unless otherwise indicated.

 

1.                                      Interest.

 

LifePoint Hospitals, Inc., a Delaware corporation (herein the “Company” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                           , or registered assigns, the principal sum of                    [Dollars] [if other than Dollars, substitute other currency units] on                 ,            [if the Security is to bear interest prior to Stated Maturity, insert — , and to pay interest thereon from                                or from the most recent Interest Payment Date to which interest has been paid or duly provided for], [semiannually] [if other than semi-annual interest at a fixed rate, insert frequency of payment and payment dates] on                and                in each year, commencing                       , and at the Stated Maturity thereof, at [if the Security is to bear interest at a fixed rate, insert — the rate of     % per annum], [if the Security is to bear interest at a rate determined with reference to one or more formula, refer to description index below] until the principal hereof is paid or made available for payment] [if applicable, insert — , and (to the extent that the payment of such interest shall be legally enforceable) at [if the Security is to bear interest at a fixed rate, insert — the rate of % per annum on any overdue principal and premium and on any overdue installment of interest from the dates such amounts are due until they are paid or made available for payment]. Interest shall be computed on the basis of [a 360-day year of twelve 30-day months] [if another basis of calculating interest is to be different, insert a description of such method.]

 

2.                                      Method of Payment.

 

The Company will pay interest on the Securities on each [                    ] and [                    ] to the Persons who are registered Holders of the relevant Securities at the close of business on the [                    ] or [                    ] next preceding the Interest Payment Date, even if such Securities are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.14 of this Indenture with respect to Defaulted Interest. The Securities will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose in [                    ], [if applicable, insert —; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the list provided by the Company to the Registrar and provided, further, that if this Security is a Global Security, payment may be made pursuant to the applicable procedures of the Depositary as permitted in said Indenture]. Such payment shall be in such coin or currency of [the United States of America] [insert other currency or currency unit, if applicable] as at the time of payment is legal tender for payment of public and private debts.

 

3.                                      Paying Agent and Registrar.

 

Initially, the Trustee under this Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

 

A-2


 

4.                                      Indenture.

 

This Security is one of a duly authorized issue of Securities of the Company issued and to be issued in one or more series under an Indenture, dated as of                 ,            (herein called the “Indenture”), between the Company and                               , as Trustee (herein called the “Trustee” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The terms of the Securities include those stated in this Indenture and those made part of this Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.  Code § 77aaa-77bbbb). The Securities are subject to all such terms, and Holders are referred to this Indenture and such Act for a statement of such terms. To the extent any provision of this Security conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

 

5.                                      Redemption.

 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice to the Holders, [if applicable, insert — (1) on                    in any year commencing with the year            and ending with the year            through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after                 ,           ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): if redeemed [if applicable insert — on or before                 ,       %, and if redeemed] during the 12-month period beginning of the                  years indicated,

 

Year                                                                            Redemption Price                                                                                                      Year                                                                                                                                  Redemption Price

 

and thereafter at a Redemption Price equal to             % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days notice to the Holders, (1) on                  in any year commencing with the year            and ending with the year            through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after                         ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning                        of the years indicated,

 

Year

 

Redemption Price for Redemption
Through Operation of the Sinking Fund

 

Redemption Price for Redemption
Otherwise Than Through Operation of the
Sinking Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and thereafter at a Redemption Price equal to       % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the

 

A-3


 

Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof, all as provided in the Indenture.]

 

[If applicable, insert — The sinking fund for this series provides for the redemption on                  in each year beginning with the year          and ending with the year            of [if applicable, insert — not less than $                           (“mandatory sinking fund”) and not more than] $                       aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — in the inverse order in which they become due].]

 

[If applicable, insert — The Securities are subject to redemption, as a whole at any time or in part from time to time, at the sole election of the Company, upon not less than 35 or more than 75 days notice to the Trustee at a Redemption Price equal to $        .]

 

[If applicable, insert — The Holder of this Security shall have the right to require the Company to pay this Security in full on                         ,      by giving the Company or the Registrar written notice of the exercise of such right not less than 30 or more than 60 days prior to such date.]

 

[If the Security is subject to redemption, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

 

[If applicable, insert — This Security is not subject to redemption prior to maturity.]

 

6.               Denominations, Transfer, Exchange.

 

[If applicable, insert — The Securities of this series are issuable only in registered form without coupons in denominations of $                       and any integral multiple thereof.] As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. A Holder may register the transfer or exchange of the Security as provided in the Indenture and subject to certain limitations therein set forth.  The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

 

[If applicable, insert — The Securities of this series will be represented by one or more Global Securities registered in the name of                         , (the “Depositary”), or a nominee of the Depositary. So long as the Depositary, or its nominee, is the registered holder and owner of this Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the Securities for all purposes under the Indenture. The Global Security may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. The Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Securities represented by such Global Security to the accounts of institutions that have accounts with the Depositary or its nominee (“participants”). Ownership of beneficial interests in a Global Security will be shown on, and the transfer of those ownership interests will be effected through, records maintained by the Depositary (with respect to participants’ interests) and such participants (with respect to the owners of beneficial interests in such Global Security).]

 

[If applicable, insert — The Securities represented by this Global Security are exchangeable for Securities in permanent form of like tenor as such Global Security in denominations of $1,000 and in any

 

A-4


 

greater amount that is an integral multiple thereof if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion at any time determines not to have all of the Securities of this series represented by the Global Security and notifies the Trustee thereof, or (iii) an Event of Default has occurred and is continuing with respect to the Securities.  Any Security that is exchangeable pursuant to the preceding sentence is exchangeable only for Securities of this series.]

 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

7.                                      Persons Deemed Owners.

 

The registered Holder of a Security may be treated as its owner for all purposes.

 

8.                                      Amendment, Supplement and Waiver.

 

Subject to certain exceptions, this Indenture and the Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Securities of each series affected by such amendment or supplement and any existing default or compliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities of each series affected by such waiver. Without the consent of any Holder of a Securities of each series affected by such amendment or supplement, this Indenture and the Securities may be amended or supplemented to, among other things, (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Securities in addition to or in place of certificated Securities; (c) provide for the assumption of the Company’s obligations to Holders of the Securities in case of a merger or consolidation; (d) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the Indenture of any Holder; (e) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (f) to allow any Guarantor to execute a supplemental indenture to this Indenture; (g) evidence or provide for acceptance of appointment of a successor Trustee; (h) mortgage, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of Securities of any series as additional security for the payment and performance of the Company’s or, if applicable, the Guarantor’s obligations herein in any property or assets; or (i) add to, change or eliminate any of the provisions of this Indenture (which addition, change or elimination may apply to one or more series of Securities), provided that, any such addition, change or elimination set forth in clause (i) above (A) shall neither (x) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (y) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such outstanding Security.

 

9.                                      Defaults and Remedies.

 

Events of Default include: (a) default for 30 days in the payment when due of interest on the Securities; (b) default in payment when due of principal of or premium, if any, on the Securities; (c) failure by the Company to comply with Section 5.01 of the Indenture; (d) failure by the Company for 60 days to comply with certain other agreements in this Indenture or the Securities; (e) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; and (f) except as permitted by the Indenture, any applicable Security Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Security Guarantee. If any Event of Default occurs and is continuing,

 

A-5


 

the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency involving the Company, all outstanding Securities will become due and payable without further action or notice. Holders may not enforce this Indenture or the Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Securities.  The Company is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

 

10.                               Trustee Dealings with Company.

 

The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

 

11.                               No Recourse Against Others.

 

A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have any liability for any obligations of the Company or the Guarantors under the Securities or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Securities.

 

12.                               [If applicable, insert - Guarantees.

 

The payment by the Company of the principal of and interest on the Security is fully and unconditionally guaranteed on a joint and several basis by each of the Guarantors on the terms set forth in the Indenture.]

 

13.                               Authentication.

 

This Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

 

14.                               Abbreviations.

 

Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

 

15.                               Subordination.

 

Each Holder by accepting a Security agrees that the payment of principal, premium and if any, interest, on each Security is subordinated in right of payment, to the extent and in the manner provided in Article 11 of the Indenture, to the prior payment in full of all existing and future Senior Debt (whether

 

A-6


 

outstanding on the date of the Indenture or thereafter created, incurred, assumed or guaranteed), and the subordination is for the benefit of holders of Senior Debt.

 

16.                               CUSIP Numbers.

 

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

 

The Company will furnish to any Holder upon written request and without charge a copy of this Indenture. Requests may be made to:

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

Attention: General Counsel

 

17.                               GOVERNING LAW.

 

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

 

A-7


 

ASSIGNMENT FORM

 

To assign this Security, fill in the form below:

 

(I) or (we) assign and transfer this Security to:

 

 

(Insert assignee’s legal name)

 

 

 

(Insert assignee’s soc. sec. or tax I.D. no.)

 

 

 

 

 

 

(Print or type assignee’s name, address and zip code)

 

and irrevocably appoint                                                                                                                    to transfer this Security on the books of the Company.  The agent may substitute another to act for him.

 

Date:

 

 

 

 

 

Your Signature:

 

 

 

(Sign exactly as your name appears on the face of this Security)

 

Signature Guarantee*:

 

 

 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

 

A-8


 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY*

 

The following exchanges of a part of this Global Security for an interest in another Global Security or for a Definitive Security, or exchanges of a part of another Global Security or Definitive Security for an interest in this Global Security, have been made:

 

Principal Amount of
this Global Security
following such decrease
or increase)

 

Amount of decrease in
Principal Amount of
this Global Security

 

Amount of increase in
Principal Amount of
this Global Security

 

Signature of authorized
officer of Trustee or
Date of Exchange
Security Custodian

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* This schedule should be included only if the Security is issued in global form.

 

A-9


 EX-5.1 4 a2223189zex-5_1.htm EX-5.1

Exhibit 5.1

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to LifePoint Hospitals, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 filed on the date hereof (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) by the Company and certain of its subsidiaries (the “Subsidiaries”).  The Registration Statement relates to the offer and sale, from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate amount of the following securities:  (i) common stock, par value $0.01 per share, of the Company (“Common Stock”); (ii) one or more classes or series of preferred stock, par value $0.01 per share, of the Company (“Preferred Stock”); (iii) one or more series of debt securities of the Company, consisting of debentures, notes and/or other evidences of indebtedness, which may be senior obligations (the “Senior Debt Securities”) or subordinated obligations (the “Subordinated Debt Securities”) to certain other obligations of the Company (collectively, “Debt Securities”); (iv) guarantees of the Debt Securities by one or more of the Subsidiaries (the “Guarantees”); and (v) warrants to purchase Securities (as hereinafter defined) of the Company (“Warrants,” and together with the Common Stock, Preferred Stock, Debt Securities and Guarantees, the “Securities”).

 

The Senior Debt Securities will be issued under a senior debt securities indenture in the form filed as an exhibit to the Registration Statement, as amended or supplemented from time to time (the “Senior Indenture”), proposed to be entered into between the Company and trustee (any such trustee, the “Senior Indenture Trustee”).  The Subordinated Debt Securities will be issued under a subordinated debt securities indenture in the form filed as an exhibit to the Registration Statement, as amended or supplemented from time to time (the “Subordinated Indenture”), proposed to be entered into between the Company and trustee (any such trustee, the “Subordinated Indenture Trustee”).  The Senior Indenture and the Subordinated Indenture are sometimes hereinafter referred to individually as an “Indenture” and collectively as the “Indentures.” The Warrants will be issued under a warrant agreement in a form that will be filed as an exhibit to a post-effective amendment to the Registration Statement or incorporated by reference therein (a “Warrant Agreement”).

 

This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In connection with this opinion, we have examined (i) the Registration Statement; (ii) the form of Senior Indenture; (iii) the form of Subordinated Indenture; (iv) the Certificate of Incorporation of the Company, as amended and currently in effect (the “Certificate of Incorporation”); (v) the By-Laws of the Company, as amended and currently in effect (the “By-laws”); (vi) the resolutions adopted by the Board of Directors of the Company (the “Board”) relating to the Registration Statement (the “Board Resolutions”) and (vii) such certificates of public officials and certificates of officers of the Company, and the originals (or copies thereof, certified or otherwise identified to our satisfaction) of such corporate

 


 

documents, records, agreements and instruments of the Company, and such other documents, records, agreements and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.  In our examination, we have assumed the genuineness of signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies, or as retrieved from the Securities and Exchange Commission’s EDGAR database.  We have also relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established.

 

Our opinions set forth herein are limited to the laws of the State of New York and the General Corporation Law, Limited Liability Company Act and Revised Uniform Limited Partnership Act of the State of Delaware, and we do not express any opinion herein concerning any other laws. In making our examination of documents executed by parties other than the Company and the Delaware Guarantors, 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. With respect to such matters in respect of the Non-Delaware Guarantors, we understand that there have been filed with the Commission as exhibits to the Registration Statement opinions of: (i) Waller Lansden Dortch & Davis, LLP, with respect to the Alabama, Florida, Tennessee and Texas Guarantors; (ii) Coppersmith Brockelman PLC, with respect to the Arizona Guarantors; (iii) Gordon & Rees, LLP with respect to the Colorado Guarantors; (iv) Bingham Greenebaum Doll LLP, with respect to the Indiana Guarantors; (v) Polsinelli PC, with respect to the Kansas Guarantors; (vi) Hancock, Daniel, Johnson & Nagle, P.C., with respect to the Kentucky, Mississippi, Virginia and West Virginia Guarantors; (vii) Taylor Porter Brooks & Phillips, L.L.P., with respect to the Louisiana Guarantors; (viii) Plunkett Cooney, P.C., with respect to the Michigan Guarantors; (ix) Gordon Silver LLP, with respect to the Nevada Guarantors; (x) Lewis Roca Rothgerber LLP, with respect to the New Mexico Guarantors; (xi) Stoel Rives LLP, with respect to the Oregon and Washington Guarantors; and (xii) Stradley Ronon Stevens & Young, LLP, with respect to the Pennsylvania Guarantors and have assumed that such Non-Delaware Guarantors 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, of such documents.

 

In our capacity as your counsel in connection with the Registration Statement, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the Registration Statement and the authorization and issuance of the Securities.  For purposes of this opinion, we have assumed that such proceedings will be timely and properly completed, in accordance with all requirements of applicable laws, in the manner presently proposed.

 

On the basis of the foregoing, and in reliance thereon, and subject to the additional limitations, qualifications and exceptions set forth herein, we are of the opinion that:

 

1.             With respect to any offering of Common Stock (the “Offered Common Stock”), the shares of the Offered Common Stock (including any Offered Common Stock duly issued upon conversion, exchange or exercise of any other Securities) will be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof.

 

2.             With respect to any offering of any series of Preferred Stock (the “Offered Preferred Stock”), when the Certificate of Designation (as hereinafter defined) has been duly filed with the Secretary of State of the State of Delaware, the shares of the Offered Preferred Stock (including any Offered Preferred Stock duly issued upon conversion, exchange or exercise of any other Securities), will

 


 

be duly authorized, validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof.

 

3.             With respect to any offering of any series of Debt Securities offered under the Senior Indenture or the Subordinated Indenture (the “Offered Debt Securities”), when a supplemental indenture in respect of such Offered Debt Securities has been duly executed and delivered by the parties thereto, the Offered Debt Securities (including any Offered Debt Securities duly issued upon conversion, exchange or exercise of any other Securities) will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

4.             With respect to any offering of any series of Guarantees (the “Offered Guarantees”), upon (i) establishment by the Board of Directors (or equivalent thereof) of the Guarantors (the “Guarantors”) of the terms, conditions and provisions of any Offered Guarantees to be issued by such Guarantors; and (ii) due authorization by the Guarantors of such Offered Guarantees, the Offered Guarantees will be duly authorized by the applicable Guarantors; and when the Offered Guarantees have been duly established by the Indentures and the Debt Securities to be guaranteed by the Offered Guarantees have been duly authenticated by the Senior Indenture Trustee and the Subordinated Indenture Trustee, respectively and duly executed and delivered by the Guarantor against payment therefor in accordance with the terms and provisions of the Indentures and as contemplated by the Registration Statement, the Offered Guarantees will constitute valid and binding obligations of the applicable Guarantors, enforceable against such Guarantors in accordance with their terms.

 

5.             With respect to any offering of any series of Warrants (the “Offered Warrants”), when the Warrant Agreement relating to the Offered Warrants, in the form to be filed as an exhibit to a post-effective amendment to the Registration Statement or incorporated by reference therein, has been duly executed and delivered as contemplated by the Board Resolutions or other action by the Board or a duly appointed committee thereof, the Offered Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or prior to the time of the delivery of any Securities offered pursuant to the Registration Statement (collectively, the “Offered Securities”):  (i) the Board, including any appropriate committee appointed thereby, and appropriate officers of the Company shall have duly established the terms of the Offered Securities and duly authorized and taken any other necessary corporate action to approve the issuance and sale of the Offered Securities and related matters (including without limitation with respect to Offered Preferred Stock, the execution, acknowledgment and filing of a Certificate of Designation (the “Certificate of Designation”) in accordance with the applicable provisions of the General Corporation Law of the State of Delaware) and such authorizations and actions have not been rescinded; (ii) the terms of the issuance and sale of the Offered Securities have been duly established in conformity with the Certificate of Incorporation, the By-Laws, Indenture or Warrant Agreement (collectively, the “Applicable Agreements”), and any other relevant agreement so as not to violate any applicable law, the Certificate of Incorporation or the By-Laws (subject to the further assumption that the Certificate of Incorporation and the By-Laws have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the Company; (iii) the Offered Securities, and any certificates or receipts representing the interests in the relevant Offered Securities, have been duly authenticated, executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor and have been duly issued and sold in accordance with any relevant agreement (including, any Applicable Agreements), any underwriting agreement with respect to the Offered Securities or any other duly authorized, executed and delivered, applicable, valid and binding purchase agreement, or as otherwise contemplated by the Registration Statement or any post-effective

 


 

amendment thereto, and any Prospectus Supplement relating thereto; (iv) the Registration Statement (including all necessary post-effective amendments) will have been declared, or otherwise have become, effective under the Act and such effectiveness shall not have been terminated or rescinded; (v) an appropriate Prospectus Supplement will have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder describing the Offered Securities offered thereby; (vi) the Offered Securities will be issued and sold in compliance with applicable Federal and state securities laws and solely in the manner stated in the Registration Statement and the applicable Prospectus Supplement and there will not have occurred any change in law affecting the validity of the opinions rendered herein; (vii) if the Offered Securities will be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Securities in the form filed as an exhibit to the Registration Statement or any post-effective amendment thereto, or incorporated by reference therein, has been duly authorized, executed and delivered by the Company and the other parties thereto; and (viii) in the case of an Indenture, Warrant Agreement, Certificate of Designation or other agreement or instrument pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein which would affect the validity of any of the opinions rendered herein.

 

We also have assumed that (i) the Indentures will be duly authorized, executed and delivered by the Senior Indenture Trustee and the Subordinated Indenture Trustee, as applicable, and that any Debt Securities that may be issued will be authenticated by duly authorized officers of the Senior Indenture Trustee or the Subordinated Indenture Trustee, as the case may be; and (ii) any Warrant Agreements will be duly authorized, executed, delivered and duly signed by the applicable parties thereto other than the Company.  We have also assumed that the Indentures are the valid and legally binding obligations of the Senior Indenture Trustee and Subordinated Indenture Trustee.

 

Any opinion set forth herein as to enforceability of obligations of the Company and the Guarantors is subject to:  (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is 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 might include a covenant of good faith and fair dealing and apply concepts of reasonableness and materiality); (ii) provisions of law which may require that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; (iii) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (iv) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.  Rights to indemnification and contribution may also be limited by Federal and state securities laws.

 

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

 

The opinions set forth in this letter are effective as of the date hereof. We do not undertake to advise you of any changes in our opinion expressed herein resulting from matters that may arise after the date of this letter or that hereinafter may be brought to our attention. We express no opinions other than as herein expressly set forth, and no opinion may be inferred or implied beyond that expressly stated herein.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the

 


 

Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

 

Very truly yours,

 

 

 

/s/ White & Case LLP

 

MR:PM:JC

 


 

Schedule I

 

America Management Companies, LLC

 

Delaware

 

AMG-Crockett, 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 Physicians Practice, LLC

 

Delaware

 

Athens Physicians Practice, LLC

 

Delaware

 

Athens Regional Medical Center, LLC

 

Delaware

 

Athens Surgery Center Partner

 

Delaware

 

Barrow Medical Center, LLC

 

Delaware

 

Bartow General Partner, LLC

 

Delaware

 

Bartow Memorial Limited Partner, LLC

 

Delaware

 

Bell JV, LLC

 

Delaware

 

Bolivar Physician Practices, LLC

 

Delaware

 

Bourbon Community Hospital, LLC

 

Delaware

 

Bourbon Physician Practice, LLC

 

Delaware

 

Castleview Hospital, LLC

 

Delaware

 

Castleview Medical, LLC

 

Delaware

 

Castleview Physician Practice, LLC

 

Delaware

 

Clark Regional Physician Practices, LLC

 

Delaware

 

Clinch Professional Physician Services, LLC

 

Delaware

 

Colorado Plains Physician Practices, LLC

 

Delaware

 

Community Medical, LLC

 

Delaware

 

Community-Based Services, 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 Partner, LLC

 

Delaware

 

DLP Partner Conemaugh, LLC

 

Delaware

 

DLP Partner Marquette, LLC

 

Delaware

 

DLP Partner MedWest, LLC

 

Delaware

 

DLP Partner Twin County, LLC

 

Delaware

 

DLP Partner Wilson Rutherford, LLC

 

Delaware

 

Fauquier Partner, LLC

 

Delaware

 

Georgetown Community Hospital, LLC

 

Delaware

 

Georgetown Rehabilitation, LLC

 

Delaware

 

Guyan Valley Hospital, LLC

 

Delaware

 

Halstead Hospital, 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

 

HSC Manager, LLC

 

Delaware

 

HSCGP, LLC

 

Delaware

 

Integrated Physician Services, LLC

 

Delaware

 

Kentucky Hospital, LLC

 

Delaware

 

Kentucky Medserv, LLC

 

Delaware

 

Kentucky MSO, LLC

 

Delaware

 

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

 

Lakeland Community Hospital, LLC

 

Delaware

 

Lakeland Physician Practices, LLC

 

Delaware

 

Lamar Surgery Center, LP

 

Delaware

 

Lander Valley Physician Practices, LLC

 

Delaware

 

Las Cruces Cardiology Group, LLC

 

Delaware

 

Las Cruces Endoscopy Partner, 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 CSLP, LLC

 

Delaware

 

LifePoint Holdings 2, LLC

 

Delaware

 

LifePoint Hospitals Holdings, Inc.

 

Delaware

 

LifePoint of GAGP, LLC

 

Delaware

 

LifePoint of Georgia, Limited Partnership

 

Delaware

 

LifePoint of Kentucky, LLC

 

Delaware

 

LifePoint of Lake Cumberland, LLC

 

Delaware

 

Lifepoint PSO, 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

 

Logan Memorial Hospital, LLC

 

Delaware

 

 


 

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 Prompt Care, LLC

 

Delaware

 

Mercy Physician Practices, LLC

 

Delaware

 

Minden Physician Practices, LLC

 

Delaware

 

Nason Medical Center, LLC

 

Delaware

 

Nason Physician Practices, LLC

 

Delaware

 

Northeastern Nevada Physician Practices, LLC

 

Delaware

 

Northwest Medical Center — Winfield, LLC

 

Delaware

 

Norton Partner, LLC

 

Delaware

 

NWMC — Winfield Anesthesia Physicians, LLC

 

Delaware

 

NWMC — Winfield Hospitalist Physicians, LLC

 

Delaware

 

NWMC — Winfield Physician Practices, LLC

 

Delaware

 

OmniPoint Surgical Associates, LLC

 

Delaware

 

Opelousas Imaging Center Partner, LLC

 

Delaware

 

Opelousas PET/CT Imaging Center, LLC

 

Delaware

 

PHC Hospitals, LLC

 

Delaware

 

PHC-Selma, LLC

 

Delaware

 

Piedmont Partners, LLC

 

Delaware

 

PineLake Physician Practice, LLC

 

Delaware

 

PineLake Regional Hospital, LLC

 

Delaware

 

Poitras Practice, LLC

 

Delaware

 

Portage Partner, LLC

 

Delaware

 

PRHC-Alabama, LLC

 

Delaware

 

Principal Knox, L.L.C.

 

Delaware

 

Principal Knox, L.P.

 

Delaware

 

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

 

River Parishes Holdings, LLC

 

Delaware

 

River Parishes Hospital, LLC

 

Delaware

 

River Parishes Partner, LLC

 

Delaware

 

River Parishes Physician Practices, LLC

 

Delaware

 

Riverton Memorial Hospital, LLC

 

Delaware

 

Riverton Oncology Practice, LLC

 

Delaware

 

Riverton Physician Practices, LLC

 

Delaware

 

Riverview Medical Center, LLC

 

Delaware

 

Riverview 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

 

The MRI Center of Northwest Alabama, LLC

 

Delaware

 

THM Physician Practice, LLC

 

Delaware

 

Trousdale Medical Center, LLC

 

Delaware

 

Trousdale Physician Practices, LLC

 

Delaware

 

Two Rivers Physician Practices, LLC

 

Delaware

 

Valley View Physician Practices, LLC

 

Delaware

 

Vaughan Physician Practices, LLC

 

Delaware

 

Ville Platte Medical Center, LLC

 

Delaware

 

Western Plains Physician Practices, LLC

 

Delaware

 

Western Plains Regional Hospital, LLC

 

Delaware

 

Woodford Hospital, LLC

 

Delaware

 

Wythe County Community Hospital, LLC

 

Delaware

 

Wythe County Physician Practices, LLC

 

Delaware

 

 


 

Schedule II

 

Acquisition Bell Hospital, LLC

 

Michigan

 

Bartow Healthcare System, Ltd.

 

Florida

 

Bell Physician Practices, Inc.

 

Michigan

 

Brim Hospitals, Inc.

 

Oregon

 

Buffalo Trace Radiation Oncology Associates, LLC

 

Kentucky

 

Care Health Company, Inc.

 

Washington

 

Clinch Valley Medical Center, Inc.

 

Virginia

 

Clinch Valley Physicians Associates, LLC

 

Virginia

 

Clinch Valley Pulmonology, LLC

 

Virginia

 

Clinch Valley Urology, LLC

 

Virginia

 

Community Hospital of Andalusia, Inc.

 

Alabama

 

Dodge City Healthcare Group, LLC

 

Kansas

 

Dodge City Healthcare Partner, Inc.

 

Kansas

 

Kansas Healthcare Management Company, Inc.

 

Kansas

 

Kansas Healthcare Management Services, LLC

 

Kansas

 

Kentucky Physician Services, Inc.

 

Kentucky

 

LifePoint Medical Group — Hillside, Inc.

 

Tennessee

 

Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC

 

Virginia

 

Mexia Principal Healthcare Limited Partnership

 

Texas

 

Mexia-Principal, Inc.

 

Texas

 

Orthopedics of Southwest Virginia, LLC

 

Virginia

 

Palestine Principal Healthcare Limited Partnership

 

Texas

 

Palestine-Principal G.P., Inc.

 

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-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-Tennessee, Inc.

 

Tennessee

 

PRHC-Ennis G.P., Inc.

 

Texas

 

PRHC-Ennis, L.P.

 

Texas

 

Principal Hospital Company of Nevada, Inc.

 

Nevada

 

Principal-Needles, Inc.

 

Tennessee

 

Raleigh General Hospital, LLC

 

West Virginia

 

SST Community Health, L.L.C.

 

Tennessee

 

Texas Specialty Physicians

 

Texas

 

West Virginia Management Services Organization, Inc.

 

West Virginia

 

Zone, Incorporated

 

West Virginia

 

 

 


 EX-5.2 5 a2223189zex-5_2.htm EX-5.2

Exhibit 5.2

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Ladies and Gentlemen:

 

We have acted as special Alabama counsel to Community Hospital of Andalusia, Inc., an Alabama corporation (the “Alabama Guarantor”), in connection with the Alabama Guarantor’s proposed guarantees of debt securities to be issued by LifePoint Hospitals, Inc. (the “Company”), pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

In rendering the opinions set forth herein, we have examined and relied on originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Indentures, and such corporate records, agreements, organizational documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Alabama Guarantor, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In rendering the opinions set forth below, we have, with your consent, relied only upon examination of the documents described above and have made no independent verification or investigation of the factual matters set forth herein.  We did not participate in the negotiation or preparation of the Indentures and have not advised the Company or the Alabama Guarantor with respect to such documents or transactions contemplated thereby.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to all questions of fact material to this opinion letter that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and the Alabama Guarantor and have assumed that such matters remain true and correct through the date hereof.

 

Based on the foregoing, and subject to the limitations stated herein, we are of the opinion that:

 

1.                                      Based solely on the certificate issued by the Secretary of State of the State of Alabama, the Alabama Guarantor is validly existing under the laws of the State of Alabama.

 


 

2.                                      The Alabama Guarantor has the requisite corporate power and authority to execute, deliver and perform all of its obligations under the Indentures and to guarantee the obligations under the Indentures.

 

3.                                      The Indentures, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes by the Alabama Guarantor.

 

Our opinions in paragraphs 2 and 3 are limited to our review of the Alabama Business Corporation Law as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction. We express no opinion as to: (a) the enforceability of the Indentures in accordance with their terms except to opine as to the authority of the Alabama Guarantor to enter into such documents, as specifically provided herein; or (b) the application of federal or state securities law to the transactions contemplated in the Indentures and the Registration Statement.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in and in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement.  This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

 

 

Very truly yours,

 

 

 

/s/ Waller Lansden Dortch & Davis, LLP

 

2


 EX-5.3 6 a2223189zex-5_3.htm EX-5.3

Exhibit 5.3

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Ladies and Gentlemen:

 

We have acted as special Florida counsel to the entities found on Exhibit 1  (the “Florida Guarantors”), in connection with the Florida Guarantors’ proposed guarantees of debt securities to be issued by LifePoint Hospitals, Inc. (the “Company”), pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

In rendering the opinions set forth herein, we have examined and relied on originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Indentures, and such corporate records, agreements, organizational documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Florida Guarantors, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In rendering the opinions set forth below, we have, with your consent, relied only upon examination of the documents described above and have made no independent verification or investigation of the factual matters set forth herein.  We did not participate in the negotiation or preparation of the Indentures and have not advised the Company or the Florida Guarantors with respect to such documents or transactions contemplated thereby.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to all questions of fact material to this opinion letter that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and the Florida Guarantors and have assumed that such matters remain true and correct through the date hereof.

 

Based on the foregoing, and subject to the limitations stated herein, we are of the opinion that:

 

1.                                      Based solely on the certificates issued by the Secretary of State of the State of Florida, each of the Florida Guarantors is validly existing under the laws of the State of Florida.

 


 

2.                                      Each of the Florida Guarantors has the requisite corporate and/or limited partnership power and authority (as the case may be) to execute, deliver and perform all of its obligations under the Indentures and to guarantee the obligations under the Indentures.

 

3.                                      The Indentures, upon being duly authorized by all necessary corporate and/or limited partnership action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate and/or limited partnership law purposes (as the case may be) by each of the Florida Guarantors.

 

Our opinions in paragraphs 2 and 3 are limited to our review of the Florida Business Corporation Act and the Florida Revised Uniform Limited Partnership Act of 2005 as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction. We express no opinion as to: (a) the enforceability of the Indentures in accordance with their terms except to opine as to the authority of the Florida Guarantors to enter into such documents, as specifically provided herein; or (b) the application of federal or state securities law to the transactions contemplated in the Indentures and the Registration Statement.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in and in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement.  This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

 

 

Very truly yours,

 

 

 

 

 

/s/ Waller Lansden Dortch & Davis, LLP

 

2


 

Exhibit 1

Florida Guarantors

 

PHC-Belle Glade, Inc.

Bartow Healthcare System, Ltd.

 

3


 EX-5.4 7 a2223189zex-5_4.htm EX-5.4

Exhibit 5.4

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Ladies and Gentlemen:

 

We have acted as special Tennessee counsel to the entities found on Exhibit 1  (the “Tennessee Guarantors”), in connection with the Tennessee Guarantors’ proposed guarantees of debt securities to be issued by LifePoint Hospitals, Inc. (the “Company”), pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

In rendering the opinions set forth herein, we have examined and relied on originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Indentures, and such corporate records, agreements, organizational documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Tennessee Guarantors, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In rendering the opinions set forth below, we have, with your consent, relied only upon examination of the documents described above and have made no independent verification or investigation of the factual matters set forth herein.  We did not participate in the negotiation or preparation of the Indentures and have not advised the Company or the Tennessee Guarantors with respect to such documents or transactions contemplated thereby.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to all questions of fact material to this opinion letter that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and the Tennessee Guarantors and have assumed that such matters remain true and correct through the date hereof.

 

Based on the foregoing, and subject to the limitations stated herein, we are of the opinion that:

 

1.                                      Based solely on the certificates of existence issued by the Secretary of State of the State of Tennessee, each of the Tennessee Guarantors is validly existing under the laws of the State of Tennessee.

 


 

2.                                      Each of the Tennessee Guarantors has the requisite corporate and/or limited liability company power and authority (as the case may be) to execute, deliver and perform all of its obligations under the Indentures and to guarantee the obligations under the Indentures.

 

3.                                      The Indentures, upon being duly authorized by all necessary corporate and/or limited liability company action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate and/or limited liability company law purposes (as the case may be) by each of the Tennessee Guarantors.

 

Our opinions in paragraphs 2 and 3 are limited to our review of the Tennessee Business Corporation Act and the Tennessee Limited Liability Company Act as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction. We express no opinion as to: (a) the enforceability of the Indentures in accordance with their terms except to opine as to the authority of the Tennessee Guarantors to enter into such documents, as specifically provided herein; or (b) the application of federal or state securities law to the transactions contemplated in the Indentures and the Registration Statement.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in and in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement.  This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

 

 

Very truly yours,

 

 

 

/s/ Waller Lansden Dortch & Davis, LLP

 

2


 

Exhibit 1

Tennessee Guarantors

 

LifePoint Medical Group — Hillside, Inc.

PHC-Aviation, Inc.

PHC-Tennessee, Inc.

Principal-Needles, Inc.

SST Community Health, L.L.C.

 

3


 EX-5.5 8 a2223189zex-5_5.htm EX-5.5

Exhibit 5.5

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Ladies and Gentlemen:

 

We have acted as special Texas counsel to the entities found on Exhibit 1  (the “Texas Guarantors”), in connection with the Texas Guarantors’ proposed guarantees of debt securities to be issued by LifePoint Hospitals, Inc. (the “Company”), pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

In rendering the opinions set forth herein, we have examined and relied on originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Indentures, and such corporate records, agreements, organizational documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Texas Guarantors, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

 

In rendering the opinions set forth below, we have, with your consent, relied only upon examination of the documents described above and have made no independent verification or investigation of the factual matters set forth herein.  We did not participate in the negotiation or preparation of the Indentures and have not advised the Company or the Texas Guarantors with respect to such documents or transactions contemplated thereby.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to all questions of fact material to this opinion letter that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and the Texas Guarantors and have assumed that such matters remain true and correct through the date hereof.

 

Based on the foregoing, and subject to the limitations stated herein, we are of the opinion that:

 

1.                                      Based solely on the certificates of fact issued by the Secretary of State of the State of Texas, each of the Texas Guarantors is validly existing under the laws of the State of Texas.

 


 

2.                                      Each of the Texas Guarantors has the requisite corporate and/or limited partnership power and authority (as the case may be) to execute, deliver and perform all of its obligations under the Indentures and to guarantee the obligations under the Indentures.

 

3.                                      The Indentures, upon being duly authorized by all necessary corporate and/or limited partnership action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate and/or limited partnership law purposes (as the case may be) by each of the Texas Guarantors.

 

Our opinions in paragraphs 2 and 3 are limited to our review of the Texas Business Organizations Code as in effect on the date hereof. We express no opinion as to the laws of any other jurisdiction. We express no opinion as to: (a) the enforceability of the Indentures in accordance with their terms except to opine as to the authority of the Texas Guarantors to enter into such documents, as specifically provided herein; or (b) the application of federal or state securities law to the transactions contemplated in the Indentures and the Registration Statement.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in and in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement.  This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.

 

 

Very truly yours,

 

 

 

/s/ Waller Lansden Dortch & Davis, LLP

 

2


 

Exhibit 1

Texas Guarantors

 

Mexia-Principal, Inc.

Palestine-Principal G.P., Inc.

PRHC-Ennis G.P., Inc.

Texas Specialty Physicians

Mexia Principal Healthcare Limited Partnership

Palestine Principal Healthcare Limited Partnership

PRHC-Ennis, L.P.

 

3


 EX-5.6 9 a2223189zex-5_6.htm EX-5.6

Exhibit 5.6

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, TN 37027

 

Re:                             LifePoint Hospitals, Inc.

 

Ladies and Gentlemen:

 

We have acted as special Arizona counsel to LifePoint Hospitals, Inc., a Delaware corporation (the “Company”), and to PHC-Fort Mohave, Inc., an Arizona corporation (“PHC-Fort Mohave”), and PHC-Lake Havasu, Inc., an Arizona corporation (“PHC-Lake Havasu,” and together with PHC-Fort Mohave, the “Subsidiaries”), in connection with the Subsidiaries’ guarantees (the “Debt Guarantees”) of debt securities (the “Debt Securities”) to be issued by the Company pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures”), between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

In rendering these opinions, we have examined: (i) the Articles of Incorporation and Bylaws of each Subsidiary as amended to date; (ii) resolutions of each Subsidiary’s Board of Directors; and (iii) such statutory provisions, certificates, and other documents as we have deemed appropriate or necessary as a basis for the opinions expressed below.  We also have examined such other documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions set forth below.  With respect to such examination, we have assumed 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 reproduced or certified copies, and the authenticity of the originals of those latter documents.  As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company and the Subsidiaries.

 

On the basis of, and subject to, the foregoing, it is our opinion that:

 

1.             Each of the Subsidiaries has been organized under the Arizona Business Corporation Act (Title 10, Chapters 1 through 17, of the Arizona Revised Statutes), and its status is active.

 


 

2.             Each of the Subsidiaries has the requisite corporate power and capacity to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees.

 

3.             The Debt Guarantees, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed, and delivered for corporate law purposes by each Subsidiary.

 

This opinion is limited to the law of the State of Arizona.  We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

This opinion is given as of the effective date of the Registration Statement, and we assume no obligation to update or supplement the opinions contained in this letter to reflect any facts or circumstances which subsequently may come to our attention, or any future changes in laws.

 

 

Very truly yours,

 

 

 

/s/ Samuel G. Coppersmith

 

For Coppersmith Brockelman PLC

 

2


 EX-5.7 10 a2223189zex-5_7.htm EX-5.7

Exhibit 5.7

 

February 27, 2015

 

LifePoint Hospitals, Inc.
330 Seven Springs Way

Brentwood, TN 37027

 

Re:                             LifePoint Hospitals, Inc. Form S-3 Registration Statement

 

Ladies and Gentlemen:

 

We have been retained as Colorado local counsel for LifePoint Hospitals, Inc. (“LifePoint”) and have been requested to provide an opinion of counsel under Colorado law with reference to PHC-Fort Morgan, Inc. (“PHCFM”), a Colorado corporation, in connection with PHCFM’s guarantees of debt securities (the “Notes”) to be issued by LifePoint, pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”) between LifePoint and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between LifePoint and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “SEC”) as exhibits to LifePoint’s registration statement on Form S-3 (the “Form S-3”) on February 27, 2015.

 

Specifically, LifePoint has asked us to provide an opinion concerning (i) whether PHCFM is a validly existing and active corporation under the laws of the State of Colorado, (ii) whether PHCFM has the requisite corporate power, authority and capacity to execute and deliver and to perform its obligations to guarantee the Notes pursuant to the terms of the Indentures, and (iii) whether PHCFM’s guarantee obligation covering the Notes pursuant to the terms of the Indentures, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes under Colorado law.  That opinion follows.

 

I.  GENERAL MATTERS

 

1.1  Opinion Documents.  In this connection, we have reviewed the following documents listed below relating to PHCFM and the Notes (collectively, the “Opinion Documents”), each dated of even date herewith.

 

1.1.1  Action by Unanimous Consent in Lieu of Meeting of the Board of Various Listed Corporations, Dated February 25, 2015 (“2/25/15 Unanimous Consent”);

 

1.1.2  State of Colorado Department of State Corporate Filings for PHC-Fort Morgan, Inc. (“SOS Corporate Filings”);

 

1.1.3  Bylaws of PHC-Fort Morgan, Inc. (“Bylaws”);

 


 

1.1.4  Secretary’s Certificate from Christy S. Green, Secretary of PHC-Fort Morgan, Inc. dated February 27, 2015 (“Secretary’s Certificate”);

 

1.1.5  Certificate of Good Standing from the Office of the Secretary of State of the State of Colorado for PHC-Fort Morgan, Inc., dated February 18, 2015 (“SOS Certificate of Good Standing”); and

 

1.1.6  The Form S-3.

 

1.2  Opining Jurisdiction and Law.  The law covered by this opinion letter is limited to the present federal law of the United States and the present law of the State of Colorado.  When we refer to the applicable law, we mean the statutes, the judicial and administrative decisions, and the rules and regulations of the government agencies of the opining jurisdiction.

 

1.3  Scope of Review.  In connection with the opinions expressed in this opinion letter, we have limited the scope of our review to electronic copies of the Opinion Documents and an independent search of the applicable Business Organization database for the Colorado Secretary of State.

 

We have examined and, to the extent we have deemed proper, relied without investigation or analysis upon certain certificates, originals or copies certified to our satisfaction, of public officials.

 

1.4  Reliance Without Investigation.  Apart from and excepting the foregoing inquiry into the applicable Business Organization database for the Colorado Secretary of State , we have not made or undertaken to make any investigation as to factual matters or as to the accuracy or completeness of any representation, warranty, data or any other information, whether written or oral, that may have been made by or on behalf of the parties to the Opinion Documents or otherwise, and we assume, in giving these opinions, that none of such information, if any, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances in which they are made, not misleading.  We have relied on the truth of the representations and warranties of the parties made in the Opinion Documents.

 

1.5  Knowledge.  Whenever a statement herein is qualified by “known to us,” “to our knowledge,” or “to our current knowledge” or similar phrase, it indicates that in the course of our limited representation of you in connection with the transactions contemplated by the Opinion Documents, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys presently in this firm that have rendered legal services to you in connection with this opinion letter.  We have not made any independent investigation or review to determine the accuracy of such statement, except as expressly described herein, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation or review.  No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be presumed from the mere fact of our representation of you in connection with this opinion.

 

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II.  OPINIONS

 

Based upon the foregoing and the limitations and qualifications in this opinion, it is our opinion that:

 

2.1          Based on our review of the Opinion Documents and an inquiry into the applicable Business Organizations database maintained by the Colorado Secretary of State, PHCFM is a validly existing and active corporation under the laws of the State of Colorado.

 

2.2          Based on our review of the Opinion Documents and an inquiry into the applicable Business Organizations database maintained by the Colorado Secretary of State, PHCFM has the corporate power and capacity to guarantee the Notes pursuant to the terms of the Indentures and perform its obligations under those guarantees.

 

2.3          Based on our review of the Opinion Documents and an inquiry into the applicable Business Organizations database maintained by the Colorado Secretary of State, PHCFM’s guarantee obligation covering the Notes pursuant to the terms of the Indentures, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes under Colorado law.

 

III.  QUALIFICATIONS

 

Despite any provision in this opinion letter to the contrary, the foregoing opinions are subject to the following additional qualifications:

 

3.1  Assumptions.  In rendering our opinions, we have relied, without investigation, on the assumptions described in this paragraph, in addition to any assumptions that are customary in opinions of this kind:

 

3.1.1  Natural persons who are involved on behalf of LifePoint and/or PHCFM have sufficient legal capacity to enter into and perform the guarantee obligations pursuant to the terms of the Indentures or to carry out their role with respect to them.

 

3.1.2  Each party to the Indentures and/or the Notes and any obligations thereunder has satisfied the legal requirements that apply to it to the extent necessary to make the Opinion Documents enforceable against it including, without limitation, valid existence, due authorization, and execution and delivery of the Opinion Documents.

 

3.1.3  Each party to the Indentures and/or the Notes and any obligations thereunder has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Opinion Documents against the other parties thereto.  We have assumed that the Opinion Documents are enforceable against all of the parties thereto.

 

3.1.4  Each document submitted to us for review is accurate and complete; each such document that is an original is authentic; each such document that is a copy conforms to an authentic original; and all signatures on each such document are genuine.

 

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3.1.5  All filings and recordings have been properly indexed and filed or recorded.  Each public authority document is accurate, complete, and authentic, and all official public records (including their proper indexing and filing) are accurate and complete.

 

3.1.6  There has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence.

 

3.1.7  The attestations set forth in the Secretary’s Certificate are true and correct.

 

3.1.8  The conduct of the parties to the Opinion Documents has complied with any requirement of good faith, fair dealing, and conscionability.

 

3.1.9  LifePoint and PHCFM have acted in good faith and without notice of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created as part of, the Indentures and/or the Notes and any obligations thereunder.

 

3.1.10  There are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either event, define, supplement, modify, or qualify the terms of the Opinion Documents.

 

3.1.11  We assume that the LifePoint and PHCFM have obtained all orders, consents, permits or approvals that may be required in connection with the conduct of their businesses.

 

3.2  Exclusions.  None of the opinions include any implied opinion unless such implied opinion is both (a) essential to the legal conclusion reached by those express opinions and (b) based on prevailing norms and expectations among experienced lawyers in Colorado, reasonable in the circumstances.  Moreover, unless explicitly addressed in this opinion letter, the foregoing opinions do not address any of the following legal issues, and we specifically express no opinion on them:

 

3.2.1  The statutes and ordinances, administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through federal, state or regional level) and judicial decisions to the extent they deal with any of the foregoing;

 

3.2.2  We express no opinion with respect to any matter involving financial information or relating to compliance with financial covenants or requirements; and

 

3.2.3  Except as expressly set forth in this opinion, specialized laws that are not customarily covered in opinion letters of this kind, such as tax, antitrust, choice of law, pension, employee benefit, environmental, intellectual property, banking, insurance, labor, health and safety, usury and security laws.

 

3.3  Bankruptcy and Insolvency Exception.  The opinions in Section II of this opinion letter are subject to the following qualifications:  The effect of bankruptcy, insolvency,

 

4


 

reorganization, receivership, moratorium, and similar laws affecting the rights and remedies of creditors generally.  This exception includes the following without limitation:

 

3.3.1  The federal Bankruptcy Code provides for, among other things, matters of turnover, automatic stay, avoiding powers, fraudulent transfer, preference, discharge, conversion of a nonrecourse obligation into a recourse claim, limitations on ipso facto and antiassignment clauses, and the coverage of prepetition security agreements applicable to property acquired after a petition is filed;

 

3.3.2  All other federal and state bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, and assignment for the benefit of creditors laws that affect the rights and remedies of creditors generally (not just creditors of specific types of debtors);

 

3.3.3  All other federal bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, and assignment for the benefit of creditors laws that refer to or generally affect only creditors of specific types of debtors and state laws of like character generally affecting only creditors of financial institutions and insurance companies; and

 

3.3.4  State fraudulent transfer and conveyance laws.

 

3.4  Equitable Remedies.  The opinions in Section II of this opinion letter are subject to the effect of the exercise of judicial discretion in accordance with general principles of equity whether applied by a court of law or equity.

 

3.5  Use of This Opinion.  We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Form S-3.  Additionally, we hereby consent to the filing of this opinion of counsel as an exhibit to the Form S-3. We also consent to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Form S-3.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

 

The opinions set forth herein are rendered as of the date set forth above, and no opinion is expressed as to circumstances or events that may occur subsequent to such date.  We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof.

 

 

 

Very truly yours,

 

 

 

/s/ GORDON & REES LLP

 

 

 

GORDON & REES LLP

 

5


 EX-5.8 11 a2223189zex-5_8.htm EX-5.8

Exhibit 5.8

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, TN  37027

 

Re:                             Form S-3 Registration Statement of LifePoint Hospitals, Inc.

 

Ladies and Gentlemen:

 

We have been retained as local counsel in the State of Indiana (the “State”) and have been requested to provide an opinion of counsel under Indiana law with reference to PHC-Indiana, Inc. and PHC-Charlestown, L.P., (each a “Subsidiary” and together the “Subsidiaries”) in connection with the Subsidiaries’ guarantees (the “Debt Guarantees”) of debt securities (the “Debt Securities”) to be issued by LifePoint Hospitals, Inc. (“LifePoint”), pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

In our capacity as local counsel to the Subsidiaries, we have reviewed or examined, and are familiar with, originals or copies, certified or otherwise identified to our satisfaction, of the following documents, each dated of even date herewith (unless otherwise noted below):

 

(a)                                 The PHC-Charlestown, L.P. Certificate of Limited Partnership, dated September 21, 2001;

 

(b)                                 The PHC-Charlestown, L.P. Agreement of Limited Partnership, dated September 25, 2001;

 

(c)                                  PHC-Charlestown, L.P. Action by Unanimous Written Consent in Lieu of Meeting of the Partners, dated February 25, 2015;

 

(d)                                 The PHC-Indiana, Inc. Articles of Incorporation, dated September 20, 2001;

 

(e)                                  The PHC-Indiana, Inc. By-laws;

 

(f)                                   PHC-Indiana, Inc. Action by Unanimous Written Consent in Lieu of Meeting of the Board, dated February 25, 2015; and

 


 

(g)                                  The Certificates of Existence for PHC-Charlestown, L.P. and PHC-Indiana, Inc. issued by the Indiana Secretary of State, dated February 18, 2015 (collectively referred to herein as the “Certificates of Existence”).

 

The documents listed as items (a) through (g) [inclusive] above are sometimes collectively referred to herein as the “Authority Documents.”

 

In rendering our opinion we have examined and relied upon the Authority Documents, and have not examined any other corporation, limited liability company or limited partnership documents and records or other certificates or instruments.  As to various questions of fact material to our opinion, we have relied upon the Authority Documents and other certificates and written statements of the Subsidiaries, but we have no knowledge that any of such statements are inaccurate or incomplete.

 

In addition, as to certain facts material to our opinion which we did not independently establish or verify, we have relied upon written representations of the duly authorized officers or other representatives of the Subsidiaries, the Authority Documents, and other documents executed in connection therewith and/or referenced herein.  We have not independently reviewed, established or verified the accuracy or completeness of the information set forth or certified in such documents.  However, we have no reason to believe that the information contained in such documents is not complete and accurate.  Except as otherwise expressly stated herein, this opinion should in no way be construed as passing upon the accuracy or completeness of any of the representations or warranties which may be or have been made to you in the Indentures (or documents referenced therein), the Authority Documents, or on any other matters, legal or otherwise, not specifically covered herein.

 

We further advise you that our representation of the Subsidiaries has been limited to this particular matter and, with respect to this particular matter, has been limited and does not involve an overall or detailed knowledge of the affairs, business operations or financial condition, past or present, of the Subsidiaries.  Furthermore, we have not made any special examination of and are not expressing an opinion regarding the affairs or financial condition of either Subsidiary.

 

We are qualified to practice law only in the State and we do not purport to be experts on, or to express an opinion herein concerning, the law of any jurisdiction other than the State and the laws of the United States of general application to transactions in the State.  We express no opinion as to (i) the laws of any other jurisdiction, (ii) matters of municipal law or the laws of any local agencies within any state or (iii) state or federal tax, securities or antitrust laws.  We further express no opinion with respect to the effect of any law other than the law of the State and the federal law of the United States.  To the extent that the interpretation, construction or enforcement of the Indentures and the other documents referred to herein may be governed by the laws of any jurisdiction other than that of the State, we have assumed that the laws of such jurisdiction are identical to the laws of the State.

 

2


 

As used herein with respect to the existence or absence of facts, “to our knowledge,” “known to us,” or words or phrases of similar import shall mean, during the course of our representation of the Subsidiaries, no information that would give us current actual knowledge of the accuracy or inaccuracy of such statement has come within the conscious awareness of lawyers in our office who are actively involved in preparing this legal opinion or other documents in furtherance of the transaction or who we reasonably believe may have knowledge with respect to the matters addressed in this opinion.  Information shall not be deemed to be within our knowledge if such information might have been revealed if there had been undertaken a canvass of all lawyers within our Firm or a general search of the Firm’s files.  We have not made and accept no responsibility to make any investigation of the existence or absence of such facts and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Subsidiaries.

 

In rendering the opinions herein contained, we have assumed the following with your approval:

 

(i)                                     the legal capacity of each natural person;

 

(ii)                                  the due formation of all parties to the Indentures (other than the Subsidiaries);

 

(iii)                               the valid legal existence and good standing of all parties to the Indentures (other than the legal existence of the Subsidiaries; provided, however that with respect to the Subsidiaries, we will be relying solely upon their respective Certificates of Existence described above);

 

(iv)                              the genuineness of all signatures;

 

(v)                                 the authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified, conformed, photostatic or telefacsimile copies;

 

(vi)                              with respect to all documents examined by us which contained facsimile signatures, that such signatures were the original signature of the party and have the same force and effect as an original signature;

 

(vii)                           that with respect to all documents described herein which have been executed by parties other than the Subsidiaries, all such parties had the power to enter into and perform all obligations thereunder, that all such other parties were duly authorized by all requisite action to execute, deliver and perform their respective obligations thereunder, that all signatories on all such documents were duly qualified and incumbent parties with the proper authority to execute all such documents, and the due execution and delivery of all such documents and the validity,

 

3


 

enforceability and binding effect of all such documents on such other parties; and

 

(viii)                        there have been no undisclosed modifications of any provision of any document reviewed by us in connection with the rendering of this opinion and no undisclosed prior waiver of any right or any remedy contained in any of such documents.

 

This opinion is given solely as of the date hereof.  We express no opinion as to future amendments of the Indentures or as to the effect of any other future events.

 

Based on the foregoing examination, and subject to and relying on the assumptions and other matters referred to above (and subject to the limitations and qualifications contained herein), we are of the opinion that:

 

1.                                      DUE ORGANIZATION.  Based solely upon the respective Certificates of Existence, (i) PHC-Indiana, Inc. is a corporation incorporated and validly existing under the laws of the State of Indiana; and (ii) PHC-Charlestown, L.P. is a limited partnership organized and validly existing under the laws of the State of Indiana.

 

2.                                      DUE POWER AND AUTHORITY.  PHC-Indiana, Inc. and PHC-Charlestown, L.P. each have the requisite power and authority to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees.

 

3.                                      DUE AUTHORIZATION.  The Debt Guarantees, upon being duly authorized by all necessary corporate and/or limited partnership action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes by PHC-Indiana, Inc. and PHC-Charlestown, L.P.

 

The opinions expressed above are subject to the following qualifications:

 

A.                                    The opinions expressed herein are limited to those statutes, rules and regulations that a lawyer exercising customary professional diligence in commercial transactions would reasonably recognize as being applicable to the Subsidiary.  We express no opinion and make no statements concerning or with respect to any statutes, ordinances, administrative decisions, rules or regulations of counties, towns, municipalities or other political subdivisions.

 

B.                                    This opinion letter is based on and relies upon the current facts and the current status of the law, and is subject in all respects to, and may be limited by, after the date hereof, changes in the facts, further rules, regulations and legislation, as well as developing case law.  We assume no obligation to notify any person of changes in facts or law occurring or coming to our attention after the delivery of this opinion letter, whether or not deemed material.

 

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This opinion is limited to the matters expressly stated herein and no opinion is inferred or may be implied beyond the matters expressly stated herein.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

 

 

Very truly yours,

 

 

 

 

 

/s/ Bingham Greenebaum Doll LLP

 

 

 

BINGHAM GREENEBAUM DOLL LLP

 

 

 

 

DAA/KAB/ALK

 

 

5


 EX-5.9 12 a2223189zex-5_9.htm EX-5.9

Exhibit 5.9

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Ladies and Gentlemen:

 

We have acted as special Kansas counsel to the entities listed on Schedule A (each a “Guarantor” and collectively the “Guarantors”), each a subsidiary of LifePoint Hospitals, Inc. (the “Company”), in connection with the Company’s filing on February 27, 2015 of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to, among other things, the registration of the Guarantors’ guarantees (the “Debt Guarantees”) of debt securities to be issued by the Company pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Company and the trustee party thereto, which were filed as exhibits to the Registration Statement.  As set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”), and one or more supplements to the Prospectus filed pursuant to Rule 415 promulgated under the Securities Act, the Debt Guarantees and the related debt securities may be offered in an unspecified principal amount from time to time by the Guarantors and the Company, respectively, under the Registration Statement.

 

In such capacity, we have reviewed:

 

(A)                         For each Guarantor listed on Schedule A that is a corporation (each, a “Guarantor Corporation”), such Guarantor Corporation’s Articles of Incorporation and bylaws, each as amended to date; and

 

(B)                         For each Guarantor listed on Schedule A that is a limited liability company (each, a “Guarantor LLC”), such Guarantor LLC’s certificate of formation and limited liability company agreement, each as amended to date (collectively the items listed in clauses (A) and (B), the “Organizational Documents”)

 

We have also reviewed such matters of law and made such inquiries and reviewed such documents and records as we have deemed necessary or appropriate to enable us to express an opinion on the matters covered hereby, and we have also examined and relied upon representations, statements or certificates of public officials and officers and representatives of the Guarantors.  In rendering our opinions as to the valid existence and good standing of each Guarantor, we have relied exclusively on a certificate of a public official of the State of Kansas.  In expressing the opinion set forth below, we have assumed, in each case with the Guarantors’ consent, that all documents submitted to us as originals are authentic, all documents submitted to us as certified or photostatic copies conform to the original documents, and all signatures on all documents submitted to us for examination are genuine and made by natural persons with legal capacity.  We have further assumed that all certificates, documents and instruments dated prior to the date hereof remain accurate and correct on the date hereof.  We have made no review of agreements, documents or transactions described or referred to in the Organizational Documents other than the Organizational Documents, and we express no opinion as to the effect of such terms, conditions or provisions of such agreements, documents and transactions upon the matters discussed herein.

 

We call your attention to the fact that, to the extent specifically qualified and limited herein and in the specific opinions rendered, we did not conduct an investigation that independently confirms the facts upon which we render this opinion.  None of the opinions below includes any implied opinion unless such implied opinion is both

 


 

(i) essential to the legal conclusion reached by the express opinions set forth below, and (ii) based upon prevailing norms and expectations among experienced lawyers in the State of Kansas, reasonable under the circumstances.  We have assumed the Debt Guarantees are not prohibited under any agreement or corporate document, other than each Guarantor’s respective Organizational Documents, that is binding upon any of the Guarantor.

 

The opinions and statements set forth below are limited to matters governed by the internal laws of the State of Kansas, without regard to conflict of laws.  This opinion is limited to the facts as they presently exist and the effect of the present state of the internal laws of the State of Kansas.  We undertake no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.  We express no opinion as to the application of the federal securities law of the United States or the securities or blue sky laws of any states with respect to the offer or sale of the Debt Guarantees.

 

For purposes of the opinions expressed below, we refer to the following as the “Future Authorization and Guarantee”:  (a) the due authorization by all necessary corporate and/or limited liability company action (as the case may be), execution by an authorized signatory and delivery by the respective Guarantor, in accordance with the terms and provisions of its respective Organizational Documents, and the execution by the other parties thereto of the Debt Guarantees or the supplemental indenture under which such Debt Guarantees are to be issued, as the case may be, (b) the establishment of the terms of such Debt Guarantee in accordance, if applicable, with the supplemental indenture under which such Debt Guarantee is to be issued and applicable law, and (c) the authentication of such debt securities and respective Debt Guarantees by the indenture trustee party thereto (the “Trustee”) in accordance with the applicable Indenture and the supplemental indenture thereto, which applicable Indenture and supplemental indenture shall be the valid, binding and enforceable obligations of the Trustee.

 

Based on the foregoing, and qualified in the manner and to the extent set forth herein, we are of the opinion that:

 

1.                          Each Guarantor is validly existing and in good standing under the laws of the State of Kansas.

 

2.                          Upon the Future Authorization and Guarantee, each of the Guarantors will have the corporate and/or limited liability company power and capacity to perform its obligations under the Debt Guarantees.

 

3.                          Upon the Future Authorization and Guarantee, the Debt Guarantees of each Guarantor Corporation will be validly authorized, executed and delivered for Kansas corporate law purposes by such Guarantor Corporation.

 

4.                          Upon the Future Authorization and Guarantee, the Debt Guarantees of each Guarantor LLC will be validly authorized, executed and delivered for Kansas limited liability company law purposes by each Guarantor LLC.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus, which is a part of the Registration Statement.  In giving this consent, we do not hereby 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 thereunder.

 

 

Very truly yours,

 

 

 

/s/ Polsinelli PC

 

 

 

Polsinelli PC

 

2


 

Schedule A

 

Guarantors

 

1.              Dodge City Healthcare Partner, Inc., a Kansas corporation

2.              Kansas Healthcare Management Company, Inc., a Kansas corporation

3.              Dodge City Healthcare Group, LLC, a Kansas limited liability company

4.              Kansas Healthcare Management Services, LLC, a Kansas limited liability company

 


 EX-5.10 13 a2223189zex-5_10.htm EX-5.10

Exhibit 5.10

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re:                             Form S-3 Registration Statement

 

Ladies and Gentlemen:

 

We have been retained as local counsel for Kentucky (“State”) and have been requested to provide an opinion of counsel under State law with reference to the entities organized or incorporated under State law which are listed on the attached Schedule A (individually, a “Guarantor” and collectively, the “Guarantors”) in connection with the Guarantors’ guarantees (“Debt Guarantees”) of debt securities (“Debt Securities”) to be issued by LifePoint Hospitals, Inc. (“Company”), pursuant to (i) a form of senior notes indenture (“Senior Notes Indenture”) between the Company and the trustee party thereto, or (ii) a form of subordinated notes indenture (“Subordinated Notes Indenture”, and together with the Senior Notes Indenture the “Indentures” and each an “Indenture”) between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (“SEC”) as exhibits to the Company’s registration statement on Form S-3 (“Registration Statement”) on February 27, 2015.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Senior Notes Indenture, as amended, supplemented, waived, or otherwise modified from time to time.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

 

(a)                                 the form of Senior Notes Indenture;

 

(b)                                 the form of Subordinated Notes Indenture;

 

(c)                                  the “Action by Unanimous Written Consent in Lieu of Meeting of the Board of each of the Corporations Listed on Annex I Hereto on February 25, 2015” (the “Corporation Resolutions”);

 

(d)                                 the “Action by Unanimous Written Consent in Lieu of Meeting of the Members of each of the Limited Liability Companies Listed on Annex I Hereto on February 25, 2015” (the “LLC Resolutions” which, together with the Corporation Resolutions, shall be the “Resolutions”);

 


 

(e)                                  the Articles of Incorporation of Kentucky Physician Services, Inc. filed with the Kentucky Secretary of State (“Secretary”) on August 26, 1998;

 

(f)                                   the Bylaws of Kentucky Physician Services, Inc.;

 

(g)                                  the Articles of Organization of Buffalo Trace Radiation Oncology Associates, LLC filed with the Secretary on August 26, 1998; and

 

(h)                                 the Operating Agreement of Buffalo Trace Radiation Oncology Associates, LLC dated November 15, 1995, as amended on or about April 2005 (collectively, with the Documents referenced in paragraphs (e) through (g), the “Governance Documents”).

 

In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and other documents, and have made such other investigations, as we have deemed necessary for the purpose of this opinion.  We have also reviewed and relied upon such certificates of each applicable Guarantor as to factual matters, certificates of public officials and other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions set forth below.

 

For purposes of the opinions expressed below, we have assumed (a) the authenticity of all documents submitted to us as originals, (b) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies and the authenticity of the originals, and (c) the due authorization, execution and delivery of all Documents by all appropriate parties and the validity and binding effect thereof.

 

We express no opinion to the extent that any Documents may be impacted by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the rights of creditors generally; (ii) the exercise of judicial discretion or general principles of equity, whether considered in a proceeding at law or in equity, or public policy, including applicable securities law; (iii) restrictions on the assignment of benefits payable under any governmental health care program; (iv) standards relating to privacy and confidentiality of patient information; and/or (v) standards relating to fraud and forgery.

 

As to factual matters, we have relied upon warranties and representations made by each applicable Guarantor that are included in the Documents and certificates of officers of each applicable Guarantor.  Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved in the representation of each applicable Guarantor in this transaction without independent investigation.

 

2


 

Subject to the foregoing assumptions, we are of the opinion that:

 

1.              Based solely on the certificates of good standing, fact or existence received relating to each of the respective Guarantors, as of the date of such certificates, each of the Guarantors has been incorporated or organized (as the case may be) under the laws of the State, and each Guarantor’s status is active;

 

2.              Each of the Guarantors has the requisite power and capacity to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees; and

 

3.              The Debt Guarantees, upon being duly authorized by all necessary corporate or limited liability company action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate or limited liability company (as the case may be) law purposes by each Guarantor.

 

Our opinions in paragraph 2 and paragraph 3 are limited to our review of State business corporation law as in effect on the date hereof.  We express no opinion as to matters under or involving the laws of any jurisdiction other than laws of the United States and the State and its political subdivisions.  To the extent the laws of any other state or nation apply with respect to any of the transactions contemplated herein, we have assumed that the laws of such other state or nation are the same as the laws of the States in all applicable respects.  We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in the State exercising customary professional diligence would reasonably recognize as being directly applicable to each applicable Guarantor and Documents or any of them. We express no opinion as to (i) the enforceability of the Indentures except to opine as to the authority of the Guarantors to enter into such document, as specifically provided herein; or (ii) the application of federal or state securities law to the transactions contemplated in the Indentures and the Registration Statement.

 

In rendering the opinions set forth above, we have advised you only as to such knowledge as we have obtained from (a) the certificates of each applicable Guarantor; and (b) inquiries of officers and employees of each applicable Guarantor.  Except to the extent otherwise expressly set forth above, for purposes of this opinion, we have not made an independent review of any agreements, instruments, writs, orders, judgments, rules or other regulations or decrees which may have been executed by or which may now be binding upon any Guarantor, nor have we undertaken to review our internal files or any files of any Guarantor, relating to transactions to which any Guarantor may be a party, or to discuss their transactions or business with any other lawyers in our firm or with any other officers, partners or any employees of any Guarantor.

 

3


 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is in included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement under the heading “Legal Matters” in the prospectus, which is part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

 

 

Very truly yours,

 

 

 

 

 

/s/ HANCOCK, DANIEL, JOHNSON & NAGLE, P.C.

 

4


 

Schedule A

Guarantors

 

Guarantors validly existing under the laws of the Commonwealth of Kentucky:

 

Kentucky Physician Services, Inc.

Buffalo Trace Radiation Oncology Associates, LLC

 

5


 EX-5.11 14 a2223189zex-5_11.htm EX-5.11

Exhibit 5.11

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re:                             Form S-3 Registration Statement

 

Ladies and Gentlemen:

 

We have been retained as local counsel for Mississippi (“State”) and have been requested to provide an opinion of counsel under State law with reference to PHC-Cleveland, Inc., which is incorporated under State law (“Guarantor”), in connection with the Guarantor’s guarantees (“Debt Guarantees”) of debt securities (“Debt Securities”) to be issued by LifePoint Hospitals, Inc. (“Company”), pursuant to (i) a form of senior notes indenture (“Senior Notes Indenture”) between the Company and the trustee party thereto, or (ii) a form of subordinated notes indenture (“Subordinated Notes Indenture”, and together with the Senior Notes Indenture the “Indentures” and each an “Indenture”) between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (“SEC”) as exhibits to the Company’s registration statement on Form S-3 (“Registration Statement”) on February 27, 2015.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Senior Notes Indenture, as amended, supplemented, waived, or otherwise modified from time to time.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

 

(a)                                 the form of Senior Notes Indenture;

 

(b)                                 the form of Subordinated Notes Indenture;

 

(c)                                  the “Action by Unanimous Written Consent in Lieu of Meeting of the Board of each of the Corporations Listed on Annex I Hereto on February 25, 2015” (the “Resolutions”);

 

(d)                                 the Articles of Incorporation of the Guarantor filed with the Mississippi Secretary of State on March 9, 2000 (“Articles”); and

 

(e)                                  the Bylaws of the Guarantor (the “Bylaws” and, together with the Articles, the “Governance Documents”).

 

In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and other documents, and have made such other investigations, as we have deemed necessary for the purpose of this opinion.  We have also

 


 

reviewed and relied upon such certificates of the Guarantor as to factual matters, certificates of public officials and other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions set forth below.

 

For purposes of the opinions expressed below, we have assumed (a) the authenticity of all documents submitted to us as originals, (b) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies and the authenticity of the originals, and (c) the due authorization, execution and delivery of all Documents by all appropriate parties and the validity and binding effect thereof.

 

We express no opinion to the extent that any Documents may be impacted by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the rights of creditors generally; (ii) the exercise of judicial discretion or general principles of equity, whether considered in a proceeding at law or in equity, or public policy, including applicable securities law; (iii) restrictions on the assignment of benefits payable under any governmental health care program; (iv) standards relating to privacy and confidentiality of patient information; and/or (v) standards relating to fraud and forgery.

 

As to factual matters, we have relied upon warranties and representations made by the Grantor that are included in the Documents and certificates of officers of the Guarantor.  Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved in the representation of the Guarantor in this transaction without independent investigation.

 

Subject to the foregoing assumptions, we are of the opinion that:

 

1.              Based solely on the certificate of good standing received relating to the Guarantor, as of the date of such certificate the Guarantor has been incorporated under the laws of the State, and the Guarantor’s status is active;

 

2.              The Guarantor has the requisite power and capacity to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees; and

 

3.              The Debt Guarantees, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate or limited liability company (as the case may be) law purposes by the Guarantor.

 

Our opinions in paragraph 2 and paragraph 3 are limited to our review of State business corporation law as in effect on the date hereof.  We express no opinion as to matters under or involving the laws of any jurisdiction other than laws of the United States and the State and its political subdivisions.  To the extent the laws of any other state or nation apply with respect to any of the transactions contemplated herein, we have assumed that the laws of such other state or nation are the same as the laws of the States in all applicable respects.  We express no opinion

 

2


 

concerning any matter respecting or affected by any laws other than laws that a lawyer in the State exercising customary professional diligence would reasonably recognize as being directly applicable to the Guarantor and Documents or any of them. We express no opinion as to (i) the enforceability of the Indentures except to opine as to the authority of the Guarantor to enter into such document, as specifically provided herein; or (ii) the application of federal or state securities law to the transactions contemplated in the Indentures and the Registration Statement.

 

In rendering the opinions set forth above, we have advised you only as to such knowledge as we have obtained from (a) the certificates of the Guarantor; and (b) inquiries of officers and employees of the Guarantor.  Except to the extent otherwise expressly set forth above, for purposes of this opinion, we have not made an independent review of any agreements, instruments, writs, orders, judgments, rules or other regulations or decrees which may have been executed by or which may now be binding upon the Guarantor, nor have we undertaken to review our internal files or any files of the Guarantor, relating to transactions to which the Guarantor may be a party, or to discuss their transactions or business with any other lawyers in our firm or with any other officers, partners or any employees of the Guarantor.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is in included as an exhibit to the Registration.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement under the heading “Legal Matters” in the prospectus, which is part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

 

 

Very truly yours,

 

 

 

 

 

/s/ HANCOCK, DANIEL, JOHNSON & NAGLE, P.C.

 

3


 EX-5.12 15 a2223189zex-5_12.htm EX-5.12

Exhibit 5.12

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re:                             Form S-3 Registration Statement

 

Ladies and Gentlemen:

 

We have been retained as local counsel for Virginia (“State”) and have been requested to provide an opinion of counsel under State law with reference to the entities incorporated or organized under State law which are listed on the attached Schedule A (individually, a “Guarantor” and collectively, the “Guarantors”) in connection with the Guarantors’ guarantees (“Debt Guarantees”) of debt securities (“Debt Securities”) to be issued by LifePoint Hospitals, Inc. (“Company”), pursuant to (i) a form of senior notes indenture (“Senior Notes Indenture”) between the Company and the trustee party thereto, or (ii) a form of subordinated notes indenture (“Subordinated Notes Indenture”, and together with the Senior Notes Indenture the “Indentures” and each an “Indenture”) between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (“SEC”) as exhibits to the Company’s registration statement on Form S-3 (“Registration Statement”) on February 27, 2015.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Senior Notes Indenture, as amended, supplemented, waived, or otherwise modified from time to time.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

 

(a)                                 the form of Senior Notes Indenture;

 

(b)                                 the form of Subordinated Notes Indenture;

 

(c)                                  the “Action by Unanimous Written Consent in Lieu of Meeting of the Board of each of the Corporations Listed on Annex I Hereto on February 25, 2015” (the “Corporation Resolutions”);

 

(d)                                 the “Action by Unanimous Written Consent in Lieu of Meeting of the Members of each of the Limited Liability Companies Listed on Annex I Hereto on February 25, 2015” (the “LLC Resolutions” which, together with the Corporation Resolutions, shall be the “Resolutions”);

 


 

(e)                                  the Articles of Incorporation of Clinch Valley Community Hospital, Inc. filed with the Virginia State Corporation Commission (“SCC”) effective on October 4, 1977;

 

(f)                                   the Articles of Amendment to Articles of Incorporation of Clinch Valley Community Hospital, Inc. filed with the SCC effective on August 26, 1981 amending the name of Clinch Valley Community Hospital, Inc. to Humedicenters, Inc.;

 

(g)                                  the Articles of Amendment of Humedicenters, Inc. filed with the SCC effective on November 30, 1992 amending the name of Humedicenters, Inc. to Galen-Med, Inc.

 

(h)                                 the Articles of Merger of Lake Area Medical Center, Inc. into Galen-Med, Inc. filed with the SCC effective on April 20, 1999;

 

(i)                                     the Articles of Merger of Clinch Valley Property, LLC with and into Galen-Med, Inc. filed with the SCC effective on July 6, 2006;

 

(j)                                    the Article of Amendment of Galen-Med, Inc. filed with the SCC effective on November 30, 2006 amending the name of Galen-Med, Inc. to Clinch Valley Medical Center, Inc.;

 

(k)                                 the By-laws of Galen-Med, Inc. adopted on December 17, 2002;

 

(l)                                     the Articles of Organization for Clinch Valley Endocrinology, LLC filed with the SCC effective on July 8, 2005;

 

(m)                             the Amended and Restated Operating Agreement of Clinch Valley Endocrinology, LLC dated July 1, 2006;

 

(n)                                 the Certificate of Amendment issued by the SCC on June 14, 2013 for Articles of Amendment filed on behalf of Clinch Valley Physicians Associates, LLC (formerly known as Clinch Valley Endocrinology, LLC);

 

(o)                                 the Amended and Restated Operating Agreement of Clinch Valley Physicians Associates, LLC dated June 20, 2014;

 

(p)                                 the Articles of Organization of Clinch Valley Pulmonology, LLC filed with the SCC effective on November 25, 2003;

 

(q)                                 the Amended and Restated Operating Agreement of Clinch Valley Pulmonology, LLC dated July 1, 2006;

 

2


 

(r)                                    the Articles of Organization of Clinch Valley Urology, LLC filed with the SCC effective on November 7, 2003;

 

(s)                                   the Amended and Restated Operating Agreement of Clinch Valley Urology, LLC dated July 1, 2006;

 

(t)                                    the Articles of Organization of Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC filed with the SCC effective on July 30, 2002;

 

(u)                                 the Operating Agreement of Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC dated on or about July 2002;

 

(v)                                 the Articles of Organization of Orthopedics of Southwest Virginia, LLC filed with the SCC effective on September 28, 2004;

 

(w)                               the Amended and Restated Operating Agreement of Orthopedics of Southwest Virginia, LLC dated July 1, 2006;

 

(x)                                 the Articles of Incorporation of PHC-Martinsville, Inc. filed with the SCC effective on January 29, 2002; and

 

(y)                                 the Bylaws of PHC-Martinsville, Inc. (collectively, with the Documents referenced in paragraphs (e) through (x), the “Governance Documents”).

 

In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and other documents, and have made such other investigations, as we have deemed necessary for the purpose of this opinion.  We have also reviewed and relied upon such certificates of each applicable Guarantor as to factual matters, certificates of public officials and other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions set forth below.

 

For purposes of the opinions expressed below, we have assumed (a) the authenticity of all documents submitted to us as originals, (b) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies and the authenticity of the originals, and (c) the due authorization, execution and delivery of all Documents by all appropriate parties and the validity and binding effect thereof.

 

We express no opinion to the extent that any Documents may be impacted by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the rights of creditors generally; (ii) the exercise of judicial discretion or general principles of equity, whether considered in a proceeding at law or in equity, or public policy, including applicable securities law; (iii) restrictions on the

 

3


 

assignment of benefits payable under any governmental health care program; (iv) standards relating to privacy and confidentiality of patient information; and/or (v) standards relating to fraud and forgery.

 

As to factual matters, we have relied upon warranties and representations made by each applicable Guarantor that are included in the Documents and certificates of officers of each applicable Guarantor.  Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved in the representation of each applicable Guarantor in this transaction without independent investigation.

 

Subject to the foregoing assumptions, we are of the opinion that:

 

1.              Based solely on the certificates of good standing, fact or existence received relating to each of the respective Guarantors, as of the date of such certificates, each of the Guarantors has been incorporated or organized (as the case may be) under the laws of the State, and each Guarantor’s status is active;

 

2.              Each of the Guarantors has the requisite power and capacity to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees; and

 

3.              The Debt Guarantees, upon being duly authorized by all necessary corporate or limited liability company action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate or limited liability company (as the case may be) law purposes by each Guarantor.

 

Our opinions in paragraph 2 and paragraph 3 are limited to our review of State business corporation law as in effect on the date hereof.  We express no opinion as to matters under or involving the laws of any jurisdiction other than laws of the United States and the State and its political subdivisions.  To the extent the laws of any other state or nation apply with respect to any of the transactions contemplated herein, we have assumed that the laws of such other state or nation are the same as the laws of the States in all applicable respects.  We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in the State exercising customary professional diligence would reasonably recognize as being directly applicable to each applicable Guarantor and Documents or any of them. We express no opinion as to (i) the enforceability of the Indentures except to opine as to the authority of the Guarantors to enter into such document, as specifically provided herein; or (ii) the application of federal or state securities law to the transactions contemplated in the Indentures and the Registration Statement.

 

In rendering the opinions set forth above, we have advised you only as to such knowledge as we have obtained from (a) the certificates of each applicable Guarantor; and (b) inquiries of officers and employees of each applicable Guarantor.  Except to the extent otherwise expressly set forth above, for purposes of this opinion, we have not

 

4


 

made an independent review of any agreements, instruments, writs, orders, judgments, rules or other regulations or decrees which may have been executed by or which may now be binding upon any Guarantor, nor have we undertaken to review our internal files or any files of any Guarantor, relating to transactions to which any Guarantor may be a party, or to discuss their transactions or business with any other lawyers in our firm or with any other officers, partners or any employees of any Guarantor.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is in included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement under the heading “Legal Matters” in the prospectus, which is part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

 

 

Very truly yours,

 

 

 

 

 

/s/ HANCOCK, DANIEL, JOHNSON & NAGLE, P.C.

 

5


 

Schedule A

Guarantors

 

Guarantors validly existing under the laws of the Commonwealth of Virginia:

 

Clinch Valley Medical Center, Inc.

PHC-Martinsville, Inc.

Clinch Valley Physicians Associates, LLC

Clinch Valley Pulmonology, LLC

Clinch Valley Urology, LLC

Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC

Orthopedics of Southwest Virginia, LLC

 

6


 EX-5.13 16 a2223189zex-5_13.htm EX-5.13

Exhibit 5.13

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re:                             Form S-3 Registration Statement

 

Ladies and Gentlemen:

 

We have been retained as local counsel for West Virginia (“State”) and have been requested to provide an opinion of counsel under State law with reference to the entities organized or incorporated under State law which are listed on the attached Schedule A (individually, a “Guarantor” and collectively, the “Guarantors”) in connection with the Guarantors’ guarantees (“Debt Guarantees”) of debt securities (“Debt Securities”) to be issued by LifePoint Hospitals, Inc. (“Company”), pursuant to (i) a form of senior notes indenture (“Senior Notes Indenture”) between the Company and the trustee party thereto, or (ii) a form of subordinated notes indenture (“Subordinated Notes Indenture”, and together with the Senior Notes Indenture the “Indentures” and each an “Indenture”) between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (“SEC”) as exhibits to the Company’s registration statement on Form S-3 (“Registration Statement”) on February 27, 2015.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Senior Notes Indenture, as amended, supplemented, waived, or otherwise modified from time to time.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

 

(a)                                 the form of Senior Notes Indenture;

 

(b)                                 the form of Subordinated Notes Indenture;

 

(c)                                  the “Action by Unanimous Written Consent in Lieu of Meeting of the Board of each of the Corporations Listed on Annex I Hereto on February 25, 2015” (the “Corporation Resolutions”);

 

(d)                                 the “Action by Unanimous Written Consent in Lieu of Meeting of the Members of each of the Limited Liability Companies Listed on Annex I Hereto on February 25, 2015” (the “LLC Resolutions” which, together with the Corporation Resolutions, shall be the “Resolutions”);

 


 

(e)                                  the Articles of Incorporation of West Virginia Management Services Organization, Inc. filed with the West Virginia Secretary of State (“Secretary”) on February 21, 1996;

 

(f)                                   the Bylaws of West Virginia Management Services Organization, Inc. dated December 17, 2002;

 

(g)                                  the Articles of Incorporation of Zone, Incorporated filed with the Secretary on May 23, 1997; and

 

(h)                                 the Bylaws of Zone, Incorporated dated December 17, 2002;

 

(i)                                     the Statement of Conversion converting Raleigh General Hospital into Raleigh General Hospital, LLC and filed with the Secretary on September 30, 2005;

 

(j)                                    the Articles of Organization of Raleigh General Hospital, LLC filed with the Secretary on September 30, 2005; and

 

(k)                                 the Amended and Restated Operating Agreement of Raleigh General Hospital, LLC dated July 1, 2006 (collectively, with the Documents referenced in paragraphs (e) through (j), the “Governance Documents”).

 

In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, instruments and other documents, and have made such other investigations, as we have deemed necessary for the purpose of this opinion.  We have also reviewed and relied upon such certificates of each applicable Guarantor as to factual matters, certificates of public officials and other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions set forth below.

 

For purposes of the opinions expressed below, we have assumed (a) the authenticity of all documents submitted to us as originals, (b) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies and the authenticity of the originals, and (c) the due authorization, execution and delivery of all Documents by all appropriate parties and the validity and binding effect thereof.

 

We express no opinion to the extent that any Documents may be impacted by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the rights of creditors generally; (ii) the exercise of judicial discretion or general principles of equity, whether considered in a proceeding at law or in equity, or public policy, including applicable securities law; (iii) restrictions on the assignment of benefits payable under any governmental health care program; (iv)

 

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standards relating to privacy and confidentiality of patient information; and/or (v) standards relating to fraud and forgery.

 

As to factual matters, we have relied upon warranties and representations made by each applicable Guarantor that are included in the Documents and certificates of officers of each applicable Guarantor.  Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved in the representation of each applicable Guarantor in this transaction without independent investigation.

 

Subject to the foregoing assumptions, we are of the opinion that:

 

1.              Based solely on the certificates of good standing, fact and existence received relating to each of the respective Guarantors, as of the date of such certificates, each of the Guarantors has been incorporated or organized (as the case may be) under the laws of the State, and each Guarantor’s status is active;

 

2.              Each of the Guarantors has the requisite power and capacity to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees; and

 

3.              The Debt Guarantees, upon being duly authorized by all necessary corporate or limited liability company action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate or limited liability company (as the case may be) law purposes by each Guarantor.

 

Our opinions in paragraph 2 and paragraph 3 are limited to our review of State business corporation law as in effect on the date hereof.  We express no opinion as to matters under or involving the laws of any jurisdiction other than laws of the United States and the State and its political subdivisions.  To the extent the laws of any other state or nation apply with respect to any of the transactions contemplated herein, we have assumed that the laws of such other state or nation are the same as the laws of the States in all applicable respects.  We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in the State exercising customary professional diligence would reasonably recognize as being directly applicable to each applicable Guarantor and Documents or any of them. We express no opinion as to (i) the enforceability of the Indentures except to opine as to the authority of the Guarantors to enter into such document, as specifically provided herein; or (ii) the application of federal or state securities law to the transactions contemplated in the Indentures and the Registration Statement.

 

In rendering the opinions set forth above, we have advised you only as to such knowledge as we have obtained from (a) the certificates of each applicable Guarantor; and (b) inquiries of officers and employees of each applicable Guarantor.  Except to the extent otherwise expressly set forth above, for purposes of this opinion, we have not

 

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made an independent review of any agreements, instruments, writs, orders, judgments, rules or other regulations or decrees which may have been executed by or which may now be binding upon any Guarantor, nor have we undertaken to review our internal files or any files of any Guarantor, relating to transactions to which any Guarantor may be a party, or to discuss their transactions or business with any other lawyers in our firm or with any other officers, partners or any employees of any Guarantor.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is in included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement under the heading “Legal Matters” in the prospectus, which is part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.

 

 

Very truly yours,

 

 

 

 

 

/s/ HANCOCK, DANIEL, JOHNSON & NAGLE, P.C.

 

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Schedule A

Guarantors

 

Guarantors validly existing under the laws of the State of West Virginia:

 

West Virginia Management Services Organization, Inc.

Zone, Incorporated

Raleigh General Hospital, LLC

 

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 EX-5.14 17 a2223189zex-5_14.htm EX-5.14

Exhibit 5.14

 

Taylor, Porter, Brooks & Phillips, L.L.P.

 

Effective Date:

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, TN 37027

 

Re:  Form S-3 Registration Statement.

 

Ladies and Gentlemen:

 

We have been retained as special local counsel for Louisiana law and have been requested to provide an opinion of counsel under Louisiana law with reference to (1) PHC-Doctors’ Hospital, Inc., (2) PHC-Lakewood, Inc., (3) PHC-Louisiana, Inc., (4) PHC-Minden G.P., Inc., (5) PHC-Morgan Lake, Inc. (“Louisiana Corporate Subsidiaries”), and the following Louisiana partnerships:  (1) PHC-Minden, L.P., (2) PHC-Morgan City, L.P. and (3) PHC-Opelousas, L.P. (“Louisiana Partnership Subsidiaries”), collectively all eight entities, the “Louisiana Subsidiaries”, in connection with the Louisiana Subsidiaries guarantees (the “Debt Guarantees”) of the debt securities (the “Debt Securities”) to be issued by LifePoint Hospitals, Inc. (“LifePoint”), pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Company and the trustee party thereto, being filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

In rendering this opinion, we have examined the following documents:

 

(1)                     Copies of the Articles of Incorporation of each of the Louisiana Corporate Subsidiaries;

 

(2)                     Copies of the Bylaws of each of the Louisiana Corporate Subsidiaries;

 

(3)                     Copies of the Agreements of Limited Partnership of each of the Louisiana Partnership Subsidiaries;

 

(4)                     Secretary’s Certificate for each of the Louisiana Corporate Subsidiaries to which is attached the following:

 

Action by Unanimous Written Consent in Lieu of a Meeting of the Board of Directors of various corporations including the Louisiana Corporate Subsidiaries; dated as of February 25, 2015 (the “Corporate Resolutions”).

 

(5)                     Secretary’s Certificate for each of the Louisiana Partnership Subsidiaries to which is attached the following:

 


 

Action by Unanimous Written Consent in Lieu of a Meeting of various partnerships including all of the Partners of each of the Louisiana Partnership Subsidiaries and other partnerships, dated February 25, 2015 (the “Partnership Resolutions” and together with the Corporate Resolutions, the “Resolutions”).

 

(6)                     Certificates from the Louisiana Secretary of State dated February 18, 2015 reflecting that each of the Louisiana Corporate Subsidiaries is duly incorporated and is in good standing in the State of Louisiana and that each of the Louisiana Partnership Subsidiaries is duly organized and active in the State of Louisiana.

 

The documents listed in clauses (1) through (5) above are referred to herein as the “Organizational Documents.”

 

We are of the opinion that:

 

(A)                               Each of the Louisiana Corporate Subsidiaries has been incorporated under the Louisiana Business Corporation Law and the status of each is active.

 

(B)                               Each of the Louisiana Partnership Subsidiaries has been duly formed under Louisiana Law and is duly registered with the Louisiana Secretary of State’s Central Registry for Contracts of Partnership and the status of each is active.

 

(C)                               Each of the Louisiana Subsidiaries has the corporate power and authority and/or partnership power and authority as appropriate to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees.

 

(D)                               The Debt Guarantees, upon being duly authorized by all necessary corporate and/or partnership action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate and/or partnership law purposes by each Louisiana Subsidiary.

 

These opinions are rendered subject to the following qualifications, assumptions, exceptions, and limitations:

 

In rendering the opinions set forth herein, we have relied upon certificates of public officials and upon certificates of officers and other representatives of LifePoint and of the Louisiana Subsidiaries, including the Resolutions, and such other documents, records and information as we have deemed necessary or appropriate, including the Louisiana Secretary of State’s Certificates dated February 18, 2015 for each of the Louisiana Subsidiaries.  We have assumed that all signatures are genuine; that all documents submitted to us as originals are authentic; that all documents submitted to us as copies conform to the originals; that the Indenture has been duly executed and delivered by all parties thereto, other than the Louisiana Subsidiaries, and that the facts stated in all such documents are true and correct.  In rendering

 

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this opinion, with your permission, we have not made any independent investigation as to the accuracy or completeness of any facts or representations, warranties, data or other information, whether written or oral, that may have been made by or on behalf of the parties, except as may otherwise be specifically set forth herein, if any.  We are also assuming the Indenture has been duly executed and delivered by each of the Louisiana Subsidiaries.

 

We have limited our opinion to matters of the laws of the State of Louisiana, however, even as to Louisiana law, we express no opinion with respect to (1) any state or local taxes or tax statutes, (2) any securities laws, (3) any health care laws or (4) any environmental laws, nor do we render any opinion as to any federal laws, to which the Louisiana Subsidiaries may be subject.

 

Our opinions are subject to the following additional assumptions, limitations, qualification, and exceptions:

 

A.                                    All opinions are subject to (i) the effect of any applicable bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally; and (ii) the discretionary powers of the courts to make available remedies of specific performance, injunctive relief or other equitable remedies.

 

B.                                    We have assumed that you and all other parties to the Indenture, excluding the Louisiana Subsidiaries, are duly organized and authorized to enter into the various transactions and to execute and deliver the Indenture and all of the various documents to which each is a party, and that those documents have been duly executed and delivered, and are legally binding on such parties.

 

C.                                    We have assumed the legal capacity of all natural persons who have signed and/or will sign the various documents, whether in their individual and/or representative capacities.

 

D.                                    We have assumed that each of the Louisiana Subsidiaries is a wholly owned subsidiary of LifePoint and that entering into the Indenture and the guaranty of the obligations serves a legitimate business purpose of each of the Louisiana Subsidiaries and each has received value for entering into said transactions.

 

E.                                     We have assumed there are no other agreements or understandings among the parties to any of the Indenture, or related documents, written or oral, and there is no usage of trade or course of conduct among the parties that would in any case, define, supplement, expand or limit or qualify the terms of the Indenture.

 

F.                                      Specific performance of the provisions of any agreement is an equitable remedy which may or may not be ordered by a court in its discretion.  No opinion is rendered as to the effectiveness of any provisions which authorize or purport to authorize the extra judicial enforcement of any rights or obligations or the waiver of any rights.  We point out that generally extra judicial enforcement is not allowed under Louisiana law.

 

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G.                                    Our opinion also assumes that all parties will enforce their rights under the Indenture, and other documents, in good faith and in conformity to law and in a commercially reasonable manner.

 

H.                                   While Louisiana law does not purport to govern the Indenture, to the extent Louisiana law applies, the ability to collect any attorney fees as to enforcement of the Indenture against the Louisiana Subsidiaries is limited by the Louisiana Rules of Professional Conduct and other principles of Louisiana law.

 

I.                                        These opinions are rendered as of the date hereof and we have no duty to advise you of any changes in law or judicial decisions which may affect or limit the opinions set forth above.  The opinions set forth herein are opinions based upon our professional judgment and are not, and shall not be construed, as a warranty or guaranty.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement. Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

This opinion is specifically limited to the presently effective laws of the State of Louisiana.  No opinions are or may be inferred, and we do not, render any opinion as to any matter, except as specifically, and expressly set forth herein.

 

 

Very truly yours,

 

 

 

 

 

/s/ Taylor Porter Brooks & Phillips, L.L.P.

 

4


 EX-5.15 18 a2223189zex-5_15.htm EX-5.15

Exhibit 5.15

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re:                             Guaranty of Indentures of LifePoint Hospitals, Inc. (“Parent”) by Acquisition Bell Hospital, LLC and Bell Physician Practices, Inc.

 

Dear Sir/Madam:

 

We have acted as counsel to Acquisition Bell Hospital, LLC, a Michigan limited liability company (“Acquisition”), and Bell Physician Practices, Inc., a Michigan non-profit corporation (“Bell” and collectively with Acquisition, the “Guarantors”) with respect to the above-referenced matter.  This opinion is being rendered in connection with the guarantees (“Debt Guarantees”) by the Guarantors of the debt securities (the “Debt Securities”) to be issued by the Parent pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between the Parent and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Parent and the trustee party thereto, being filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

In connection with this opinion, we have examined the original or a copy certified or otherwise identified to our satisfaction as a true copy of each of the following documents:

 

(a)                                 The Articles of Organization of Acquisition, dated April 12, 2013;

 

(b)                                 The Operating Agreement of Acquisition, dated effective as of May 23, 2013;

 

(c)                                  The Unanimous Written Consent in Lieu of Meeting of the Members of Acquisition, dated February 25, 2015;

 

(d)                                 A Certificate of Good Standing of Acquisition certified on February 18, 2015 by the Corporations, Securities & Commercial Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs;

 

(e)                                  The Articles of Incorporation of Bell, dated April 12, 2013;

 

(f)                                   The Bylaws of Bell, adopted on April 24, 2013;

 


 

(g)                                  The Action by Unanimous Written Consent in Lieu of Meeting of the Board of Bell, dated February 25, 2015;

 

(h)                                 A Certificate of Good Standing of Bell certified on February 18, 2015 by the Corporations, Securities & Commercial Licensing Bureau of the Michigan Department of Licensing and Regulatory Affairs;

 

(i)                                     The form of Senior Notes Indenture;

 

(j)                                    The form of Subordinated Notes Indenture; and

 

(k)                                 A Secretary’s Certificate for each of the Guarantors, dated February 27, 2015.

 

The documents referenced in subparagraphs (a) through (k) above are hereinafter collectively referred to as the “Documents.”

 

We have assumed the genuineness of all signatures other than those persons signing on behalf of the Guarantors, the legal capacity of natural persons executing the Documents, and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of the Documents executed by entities other than the Guarantors we have assumed that each such other entity has the power, authority and capacity to enter into and perform all of its obligations thereunder and also have assumed the due authorization by each such other entity of all requisite action and the due execution and delivery of such Documents by each such other entity and the validity and binding effect thereof as to each such entity. Without limiting the legal conclusions reached in this opinion, we have assumed the truth and accuracy of the representations and warranties of the Guarantors in the Documents. We have not undertaken any independent investigation or verification as to such matters.

 

Whenever our opinion herein with respect to the existence or absence of facts is indicated to be based on our actual knowledge, it is intended to signify that during the course of our representation of the Guarantors as herein described, no information has come to our attention which would give us actual knowledge of the existence or absence of such facts, or suggest that further inquiry is required to confirm or refute the existence of such facts.  However, except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of the Guarantors.

 

This opinion is based solely on the laws of the State of Michigan and, where applicable, the laws of the United States of America; and no opinion is given with respect to the laws of any other jurisdiction nor the application of conflict or choice of law principles.

 

We understand that all of the foregoing assumptions and limitations are acceptable to you. The opinions hereinafter expressed are subject to the further qualifications:

 

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(a)                                 Our opinion is subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, and to the discretionary nature of specific performance and other equitable remedies.

 

(b)                                 Our opinion is subject to limitations imposed by general principles of equity and public policy upon the specific enforceability of any of the remedies, covenants or other provisions of the Indentures and upon the availability of injunctive relief or other equitable remedies, and the application of principles of equity (regardless of whether enforcement is considered in proceedings in law or in equity) in regard to certain covenants and provisions of agreements where (i) the breach of such covenants or provisions imposes restrictions or burdens upon the Parent, including the acceleration of indebtedness due under the Indentures, and it cannot be demonstrated that the enforcement of such restrictions or burdens is reasonably necessary for the protection of the creditor, or (ii) the creditor’s enforcement of such covenants or provisions would violate principles of good faith and fair dealing, or would be commercially unreasonable.

 

(c)                                  Certain rights and remedies contained in the Indentures may be rendered ineffective, or limited, by applicable laws and judicial decisions governing such provisions, but such laws and judicial decisions do not, in our opinion, make the Indentures inadequate for the practical realization of the benefits intended to be provided by the Indentures except for the economic consequences of any procedural delay which may result from such laws and decisions.

 

(d)                                 We express no opinion as to the enforceability of the indemnification provisions of the Indentures, or any provisions exculpating a holder of the Securities or any of its representatives from any liability, in each case insofar as such provisions might require indemnification or exculpation with respect to any violations of securities laws or relating to any litigation by any party determined adversely to any party other than the Parent or the Guarantors. We express no opinion as to the enforceability of any provision exculpating any holder of the Securities or any of its representatives relating to any loss, cost or expense arising out of any violation by any party other than the Guarantors of any of that party’s duties, the Indentures, general principles of equity or public policy.

 

(e)                                  Notwithstanding anything contained in the Indentures, a holder of the Securities may be limited to recovering only reasonable expenses with respect to enforcement or collection of the obligations under the Indentures.

 

Based upon and subject to the foregoing, it is our opinion that:

 

1.                                      Each Guarantor is validly existing and in good standing under the laws of the State of Michigan;

 

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2.                                      Each Guarantor has the corporate power and capacity to guarantee the Debt Securities pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees; and

 

3.                                      The Debt Guarantees, upon being duly authorized by all necessary corporate and/or limited liability company action (as the case may be), executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for purposes of Michigan corporate law by each Guarantor.

 

This opinion is given only as of the date hereof and does not contemplate, and no opinion is given with respect to, future events or subsequent changes in law or fact and we do not undertake to update this opinion or to give any other notice concerning any such changes which may come to our attention.  This opinion is given as of the date hereof and we assume no obligation to advise the Parent of changes that may hereafter be brought to our attention even if such changes would affect our opinion.

 

We hereby consent to reliance on this opinion letter by the law firm White & Case LLP in connection with the legal opinion provided by such law firm as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement.  In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

 

 

PLUNKETT COONEY, P.C.

 

 

 

/s/ PLUNKETT COONEY, P.C.

 

By:

Scott K. Lites

 

Its: Senior Vice President

 

4


 EX-5.16 19 a2223189zex-5_16.htm EX-5.16

Exhibit 5.16

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re:               LifePoint Hospitals, Inc. — Notes Indentures

 

Ladies and Gentlemen:

 

We have acted as special Nevada counsel to LifePoint Hospitals, Inc., a Delaware corporation (the “Company”), for the purpose of issuing this opinion letter in connection with certain guaranties provided by PHC-Elko, Inc., a Nevada corporation (“PHC-Elko”), PHC-Knox, Inc., a Nevada corporation (“PHC-Knox”), PHC-Palestine, Inc., a Nevada corporation (“PHC-Palestine”), and Principal Hospital Company of Nevada, Inc., a Nevada corporation (“PHC-Nevada” and, together with PHC-Elko, PHC-Knox and PHC-Palestine, the “Guarantors”), contained in, and in connection with the debt securities to be issued by the Company pursuant to (i) a form of senior notes indenture between the Company and the trustee party thereto (the “Senior Notes Indenture”), or (ii) a form of subordinated notes indenture between the Company and the trustee party thereto, filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s Form S-3 registration statement (the “Registration Statement”) under the Securities Act of 1933 (the “Act”).  The Indenture provides, among other things, that certain obligations of the Company set forth in the Indentures are to be guaranteed by the Guarantors.

 

In rendering the opinions set forth herein, we have examined and relied on originals or copies of the following (the “Documents”):

 

(a)                                 unexecuted forms of the Indentures;

 

(b)                                 the articles of incorporation of PHC-Elko, as amended, as certified by the Secretary of State of the State of Nevada (the “Secretary of State”) as of February 17, 2015, and by the Secretary of PHC-Elko as of February 27, 2015;

 

(c)                                  the bylaws of PHC-Elko, certified by the Secretary of PHC-Elko as of February 27, 2015;

 

(d)                                 the Certificate of Existence With Status In Good Standing with respect to PHC-Elko, issued by the Secretary of State as of February 18, 2015 (the “PHC-Elko Good Standing Certificate”);

 

(e)                                  a Secretary’s Certificate of PHC-Elko, dated February 27, 2015, containing, among other things, resolutions of the board of directors of PHC-Elko adopted February 25, 2015;

 


 

Gordon Silver

 

 

 

Attorneys and Counselors at Law

 

 

(f)                                   the articles of incorporation of PHC-Knox, certified by the Secretary of State as of February 17, 2015, and by the Secretary of PHC-Knox as of February 27, 2015;

 

(g)                                  the bylaws of PHC-Knox, certified by the Secretary of PHC-Knox as of February 27, 2015;

 

(h)                                 the Certificate of Existence With Status In Good Standing with respect to PHC-Knox, issued by the Secretary of State as of February 18, 2015 (the “PHC-Knox Good Standing Certificate”);

 

(i)                                     a Secretary’s Certificate of PHC-Knox, dated February 27, 2015, containing, among other things, resolutions of the board of directors of PHC-Knox adopted February 25, 2015;

 

(j)                                    the articles of incorporation of PHC-Palestine, certified by the Secretary of State as of February 17, 2015, and by the Secretary of PHC-Palestine as of February 27, 2015;

 

(k)                                 the bylaws of PHC-Palestine, certified by the Secretary of PHC-Palestine as of February 27, 2015;

 

(l)                                     the Certificate of Existence With Status In Good Standing with respect to PHC-Palestine, issued by the Secretary of State as of February 18, 2015 (the “PHC-Palestine Good Standing Certificate”);

 

(m)                             a Secretary’s Certificate of PHC-Palestine, dated February 27, 2015, containing, among other things, resolutions of the board of directors of PHC-Palestine adopted February 25, 2015;

 

(n)                                 the articles of incorporation of PHC-Nevada, as amended, as certified by the Secretary of State as of February 17, 2015, and by the Secretary of PHC-Nevada as of February 27, 2015;

 

(o)                                 the bylaws of PHC-Nevada, certified by the Secretary of PHC-Nevada as of February 27, 2015;

 

(p)                                 the Certificate of Existence With Status In Good Standing with respect to PHC-Nevada, issued by the Secretary of State as of February 18, 2015 (the “PHC-Nevada Good Standing Certificate” and, together with the PHC-Elko Good Standing Certificate, the PHC-Knox Good Standing Certificate and the PHC-Palestine Good Standing Certificate, the “Good Standing Certificates”); and

 

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(q)                                 a Secretary’s Certificate of PHC-Nevada, February 27, 2015, containing, among other things, resolutions of the board of directors of PHC-Nevada adopted February 25, 2015.

 

Without independent verification or investigation, we have also examined, and relied on the accuracy of, such other instruments, documents, statutes, published rules and regulations of State of Nevada governmental authorities, published judicial decisions of courts located in the State of Nevada interpreting or applying the same, and other documents and records as we deemed relevant or appropriate for the purpose of issuing this letter.  Without independent verification or investigation, we have also relied on the accuracy of the factual matters, including any representations and warranties, contained in the Documents.

 

We have assumed: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies; (iv) that all public records reviewed by us are accurate and complete; (v) that all certificates and other documentation issued or prepared by the Company or governmental authorities are accurate as of the date of this letter even though they may have been signed or issued on an earlier date and that all Documents are in the same form as existed on the date of the execution of the Indentures; (vi) that in the case of documents executed prior to the date of this letter, there has been no course of conduct that would alter the terms of such documents from those reviewed by us; (vii) the execution, acknowledgement and delivery of the Indentures by all parties thereto; (viii) that each party to the Indentures (other than the Guarantors) have the full power, authority and legal right to execute and perform its obligations under the Indentures and all other documents executed by it in connection with the transactions that are the subject of the Indentures; (ix) that each natural person executing any of the Documents is legally competent to do so; (x) that each of the Documents constitutes the legal, valid and binding obligation of each of the parties thereto enforceable against such party in accordance with its terms; and (xi) all factual matters contained in the Documents, including the warranties and representations set forth therein, are true and correct in all material respects and are not inconsistent with the factual assumptions set forth herein.

 

As used herein, “Applicable Laws” means Chapter 78 of the Nevada Revised Statutes, and those laws, rules and regulations of the State of Nevada and those federal laws, rules and regulations of the United States of America, in each case that, in our experience, are normally applicable to transactions of the type contemplated by the Indentures (but excluding United States federal securities laws, state securities or blue sky laws, antifraud laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc.), but without our having made any special investigation as to the applicability of any specific law, rule or regulation.

 

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We do not express any opinion as to any laws other than Applicable Laws.  Furthermore, we do not express any opinion as to the federal laws of the United States of America except to the extent that they are included in the definition of Applicable Laws and referred to specifically herein.  Insofar as the opinions expressed herein relate to matters governed by laws other than those set forth in the preceding two sentences, we have assumed, without having made any independent investigation, that such laws do not affect any of the opinions set forth herein.  The opinions expressed herein are based on laws in effect on the date hereof, which laws are subject to change with possible retroactive effect, and we assume no obligation to supplement or update our letter in the event of any such change.

 

In addition to the assumptions set forth above, our opinions herein are subject to the following qualifications and limitations:

 

I.                                        We express no opinion pertaining to the validity, binding effect or enforceability of the Indentures.

 

II.                                   We express no opinion on any contracts, instruments or other documents incorporated by reference or otherwise referred to in the Indentures that are not included in the definition of the Indentures.

 

III.                              We express no opinion pertaining to the effect or applicability of the United States Bankruptcy Code or antitrust, tax, securities (including the Trust Indenture Act of 1939), franchising or liquor licensing laws, regulations or codes.

 

IV.                               We express no opinion pertaining to any law, ordinance, rule or regulation of any county, city, locality or other political subdivision of the State of Nevada or any judicial or administrative decisions interpreting or applying any of the foregoing.

 

V.                                    Our opinion in numbered paragraph 1 below as it pertains to good standing is based solely on our review of the Good Standing Certificates.

 

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

 

1.                                      Each of the Guarantors has been incorporated, is validly existing and is in good standing under the laws of the State of Nevada.

 

2.                                      Each of the Guarantors has the requisite corporate power and authority to execute and deliver and to perform its respective obligations under the Indentures and to guarantee the obligations being guaranteed by each respective Guarantor under the Indentures.

 

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3.                                      The debt guarantees, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes by each Guarantor.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm of White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement to be filed by the Company with the Commission. Additionally, we hereby consent to the filing of this opinion of counsel as an exhibit to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

The opinions herein are rendered only as of the date hereof, and we do not undertake to advise you of matters that occur or come to our attention subsequent to the date hereof and that affect any opinions expressed herein.  Our opinions are limited to the matters expressly set forth in this letter, and no opinion may be inferred or implied beyond those matters.

 

This letter is issued in the State of Nevada and by issuing this letter, we shall not be deemed transacting business in any other state.  Furthermore, by issuing this letter, we do not consent to the jurisdiction of any state or other governmental authority other than the State of Nevada, and any claim or cause of action arising out of the opinions expressed herein must be brought in the State of Nevada.

 

 

Very truly yours,

 

 

 

/s/ GORDON SILVER

 

5


 EX-5.17 20 a2223189zex-5_17.htm EX-5.17

Exhibit 5.17

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

RE:                           LifePoint Hospitals, Inc., a Delaware corporation (the “Company”); the “Indenture” (defined below).

 

Ladies and Gentlemen:

 

We have acted as special New Mexico counsel to PHC-Los Alamos, Inc., a New Mexico corporation, and PHC-Las Cruces, Inc., a New Mexico corporation (each is a “New Mexico Guarantor” and together the “New Mexico Guarantors”), in connection with the New Mexico Guarantors’ guarantees (the “Debt Guarantees”) of the debt securities (the “Debt Securities”) to be issued by the Company, pursuant to (i) a form of senior debt securities indenture (the “Senior Notes Indenture”), between the Company and the trustee party thereto or (ii) a form of subordinated debt securities indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between the Company and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “Commission”) as exhibits to the Company’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.

 

1.              Documents Reviewed.

 

For purposes of these opinions we have examined copies of the following documents:

 

1.1                               the form of Senior Notes Indenture;

 

1.2                               the form of Subordinated Notes Indenture;

 

1.3                               the form of the Notes included in the Senior Notes Indenture and the Subordinated Notes Indenture; and

 

1.4                               the Registration Statement.

 

We have also examined:

 

1.5                               articles of incorporation of the New Mexico Guarantors as certified by the Secretary of the New Mexico Guarantors by certificate dated February 27, 2015;

 

1.6                               bylaws of the New Mexico Guarantors as certified by the Secretary of the New Mexico Guarantors by certificate dated February 27, 2015;

 

1.7                               resolutions of the boards of directors of the New Mexico Guarantors, adopted as of February 25, 2015, as certified by the Secretary of the New Mexico Guarantors by certificate dated February 27, 2014.

 

As to certain matters of fact bearing upon the opinions expressed herein, we have examined and relied on:

 


 

1.8                               Certificates of Good Standing and Compliance dated February 18, 2015, from the Secretary of State of the State of New Mexico as to the existence and good standing in the State of New Mexico of the New Mexico Guarantors (the “New Mexico Certificates”).

 

We have further made such inquiries and investigations of law as we have deemed necessary or appropriate for the purpose of rendering these opinions.  We have made no other independent investigation or inquiry except as is stated below.

 

The documents listed in paragraphs 1.1 through 1.3 above are referred to collectively as the “Transaction Documents.” The documents listed in paragraphs 1.4 through 1.6 above are referred to collectively as the “Organization Documents.”  The documents listed in paragraphs 1.1 through 1.6 are referred to collectively as the “Documents.”  The transaction contemplated by the Transaction Documents is referred to as the “Transaction.” Capitalized terms used and not otherwise defined in this letter will have the meanings ascribed to them in the respective Documents.

 

As used herein, “Applicable New Mexico Laws” means the Business Corporation Act of the State of New Mexico, and those laws, rules and regulations of the State of New Mexico, in each case that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (excluding state securities or blue sky laws, antifraud laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc.), but without our having made any special investigation as to the applicability of any specific law, rule or regulation.

 

2.              Opinions.

 

Based on the foregoing and relying thereon, and subject to the assumptions, exceptions and qualifications set forth below, it is our opinion that:

 

2.1                               Each of the New Mexico Guarantors is validly existing under the laws of the State of New Mexico;

 

2.2                               Each of the New Mexico Guarantors has the corporate power and authority to guarantee the Debt Securities, pursuant to the terms of the Indentures and perform its obligations under the Debt Guarantees; and

 

2.3                               Each of the Debt Guarantees, upon being duly authorized by all necessary corporate action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for corporate law purposes by each respective New Mexico Guarantor.

 

3.              Assumptions, Exceptions and Qualifications.

 

3.1                               The opinion set forth in paragraph 2.1 is based solely upon the New Mexico Certificates, and is given as of the date of the New Mexico Certificates;

 

3.2                               In rendering the opinions set forth above, we have, with your consent, assumed:

 

3.2.1                     the certifications of the Secretary of the New Mexico Guarantors in its certificate dated February 27, 2015 are true as of the date of this opinion;

 


 

 

3.2.2                     the Transaction Documents have been duly and validly authorized, executed and delivered by each party thereto (except the New Mexico Guarantors) and have been or will be properly acknowledged, where appropriate;

 

3.2.3                     the genuineness of signatures not witnessed, the authenticity of any documents submitted as originals and the conformity to originals of documents submitted as copies or drafts;

 

3.2.4                     the necessary legal capacity of all natural persons executing the Transaction Documents;

 

3.2.5                     the New Mexico Guarantors have paid all income taxes, fines, jeopardy or fraud assessments, and interest, if any are due from it to the State of New Mexico;

 

3.2.6                     all parties to the Transaction Documents (other than the New Mexico Guarantors) have the requisite corporate or organizational power and authority to enter into the Transaction Documents and to perform their obligations and be responsible for their liabilities thereunder;

 

3.2.7                     the Transaction Documents accurately and completely describe and contain the parties’ mutual intent, understanding and business purposes, and there are no oral or written statements, agreements, understandings or negotiations, nor any usage of trade or course of prior dealing among the parties, that directly or indirectly modify, define, amend, supplement or vary, or purport to do so, any of the terms of the Transaction Documents or any of the parties’ rights or obligations thereunder, by waiver or otherwise;

 

3.2.8                     there will be no interest, charges, fees or other benefits or compensation in the nature of interest paid by or charged to the New Mexico Guarantors in connection with the Transaction other than those that the New Mexico Guarantors have agreed (or, as to obligations guaranteed pursuant to the Guaranty Agreement, the Company has agreed) to pay, in writing, in the Transaction Documents;

 

3.2.9                     we have assumed the accuracy of, and relied upon, the representations and warranties as to matters of fact made in the Documents by the New Mexico Guarantors and other parties thereto; and

 

3.2.10              we have assumed that the Company and each of the Guarantors (other than the New Mexico Guarantors) has been duly organized and is validly existing in good standing, and has requisite legal status and legal capacity, under the laws of its jurisdiction of organization and that each of the Company and the Guarantors (other than the New Mexico Guarantors) has complied and will comply with all aspects of the laws of all relevant jurisdictions (including the laws of its jurisdiction of organization) in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents, other than the laws of the State of New Mexico insofar as we express our opinions herein.

 

3.3                               The opinions set forth above are subject to the following exceptions and qualifications:

 

3.3.1                     We are expressing no opinion as to the enforceability of the Transaction Documents;

 


 

3.3.2                     we do not purport to express any opinion concerning any laws other than the laws of the State of New Mexico.  Although certain members of this firm are admitted to practice in other states, we have not examined the laws of any state other than the State of New Mexico nor have we consulted with members of this firm who are admitted in other jurisdictions with respect to the laws of such jurisdictions; and

 

3.3.3                     the opinions in this letter are limited in all respects to the laws of the State of New Mexico now in effect, to the matters set forth herein and as of the date hereof, and we assume no obligation to revise or supplement these opinions should any such law be changed by legislative action, judicial decision or otherwise.

 

4.              We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

 

Very Truly Yours,

 

 

 

/s/ LEWIS ROCA ROTHGERGER LLP

 

 


 EX-5.18 21 a2223189zex-5_18.htm EX-5.18

Exhibit 5.18

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re:                             Oregon Guarantor of LifePoint Hospitals, Inc. Notes

 

Ladies and Gentlemen:

 

We have acted as special Oregon counsel to Brim Hospitals, Inc., a Oregon corporation (the “Oregon Guarantor”), in connection with the Oregon Guarantor’s guarantees (“Debt Guarantees”) of debt securities to be issued by LifePoint Hospitals, Inc. (“LifePoint”) pursuant to (i) a form of senior notes indenture (“Senior Notes Indenture”) among LifePoint, the Oregon Guarantor and the other guarantors on the signature pages thereto (collectively, the “Guarantors”) and the Bank of New York Mellon Trust Company, N.A., as Trustee and (ii) a form of subordinated notes indenture among LifePoint, the Oregon Guarantor, the other Guarantors and the Bank of New York Mellon Trust Company, N.A., as Trustee (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and each an “Indenture”) as exhibits to LifePoint’s registration statement on Form S-3 (the “Registration Statement”) dated February 27, 2015.

 

The law covered by the opinions expressed herein is limited to the laws of the State of Oregon.

 

A.                                    Documents and Matters Examined

 

For purposes of rendering this opinion letter, we have examined originals or copies of the following documents, instruments and agreements dated on or as of the date hereof, except as otherwise indicated:

 

A-1.                         the Indentures; and

 

A-2.                         the documents listed or otherwise described on Schedule A (“Schedule A”) attached to this opinion letter.

 


 

As to certain matters of fact bearing on the opinions expressed herein, we have relied, without investigation, on:

 

(a)                                 Certificate of Existence for Brim Hospitals, Inc. issued by the Secretary of State for the State of Oregon on February 18, 2015 (the “Brim Certificate of Existence”); and

 

(b)                                 Information provided in the Certificate of Secretary of Guarantors effective as of February 27, 2015.

 

B.                                    Assumptions

 

For purposes of this opinion letter, we have relied on customary assumptions, including the following assumption:

 

B-1.                         The Indentures may reasonably be expected to benefit, directly or indirectly, the Oregon Guarantor and the Oregon Guarantor has received adequate and sufficient consideration and will derive adequate and sufficient benefit in respect of its obligations under the Indentures.

 

We have not undertaken an independent investigation to determine the accuracy of our assumptions made in this opinion letter, and any inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation.  No inference as to our knowledge of any matters bearing on the accuracy of our assumptions in this opinion letter should be drawn from the fact of our representation of the Oregon Guarantor.

 

C.                                    Opinions

 

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:

 

C-1.                         Based solely on the Brim Certificate of Existence, the Oregon Guarantor is validly existing under the laws of the State of Oregon.

 

C-2.                         The Oregon Guarantor has all necessary corporate power and corporate authority to execute, deliver, and perform its obligations under the Indentures and the Debt Guarantees.

 

C-3.                         The respective Debt Guarantees, upon being duly authorized by all necessary corporate action, and executed by an authorized signatory of, and delivered by, the Oregon Guarantor, will be validly authorized, executed and delivered by the Oregon Guarantor.

 

2


 

D.                                    Qualifications, Limitations and Exclusions

 

The opinions set forth herein are subject to the following qualifications, limitations, and exclusions.

 

D-1.                         We express no opinion as to the enforceability of any of the Indentures or the Debt Guarantees.

 

D-2.                         We express no opinion as to any law other than the law of the State of Oregon.  In addition, our opinions herein are based upon our consideration of only those statutes, rules and regulations which in our experience, are normally applicable to transactions of the type provided for in the Indentures.  Without limiting the foregoing, we have not examined and we express no opinion as to any matters governed by (i) any banking or insurance company law, rule or regulation, (ii) any law, rule or regulation relating to taxation, (iii) the statutes and ordinances, administrative decisions and rules and regulations of countries, towns, agencies, counties, municipalities and special political subdivisions, (iv) state securities or “Blue Sky” laws, rules and regulations, (v) equitable principles or by any applicable bankruptcy, reorganization, winding-up, insolvency, moratorium, fraudulent conveyance, fraudulent transfer, or other laws of general application affecting the enforcement of creditors’ rights generally (including, without limitation, the effectiveness of waivers of defenses and legal rights) and (vi) antitrust and unfair competition laws and regulations.

 

This opinion letter is to be interpreted in accordance with the report by the TriBar Opinion Committee, Third Party “Closing” Opinions, 53 BUS. LAW. 592 (Feb. 1998).  This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

 

This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement. Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons

 

3


 

whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

 

 

 

Very truly yours,

 

 

 

/s/ Stoel Rives LLP

 

4


 

SCHEDULE A

 

1.                                      Brim Hospitals, Inc., an Oregon corporation.

 

a.                                      The following documents certified by Brim Hospitals, Inc. on February 27, 2015:

 

i.                                          Restated Articles of Incorporation of Brim Hospitals, Inc. filed with the Secretary of State for the State of Oregon on August 19, 1998.

 

ii.                                       Articles of Merger merging Brim Fifth Avenue, Inc. with and into Brim Hospitals, Inc. filed with the Secretary of State for the State of Oregon on October 26, 2001.

 

b.                                      The following documents certified by the secretary of Brim Hospitals, Inc. on February 27, 2015:

 

i.                                          Bylaws of Brim Hospitals, Inc.

 


 EX-5.19 22 a2223189zex-5_19.htm EX-5.19

Exhibit 5.19

 

February 27, 2015

 

LifePoint Hospitals, Inc.

330 Seven Springs Way

Brentwood, Tennessee 37027

 

Re:                             Washington Guarantor of LifePoint Hospitals, Inc. Notes

 

Ladies and Gentlemen:

 

We have acted as special Washington counsel to Care Health Company, Inc., a Washington corporation (the “Washington Guarantor”), in connection with the Washington Guarantor’s guarantees (“Debt Guarantees”) of debt securities to be issued by LifePoint Hospitals, Inc. (“LifePoint”) pursuant to (i) a form of senior notes indenture (“Senior Notes Indenture”) among LifePoint, the Washington Guarantor and the other guarantors on the signature pages thereto (collectively, the “Guarantors”) and the Bank of New York Mellon Trust Company, N.A., as Trustee and (ii) a form of subordinated notes indenture among LifePoint, the Washington Guarantor, the other Guarantors and the Bank of New York Mellon Trust Company, N.A., as Trustee (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and each an “Indenture”) as exhibits to LifePoint’s registration statement on Form S-3 (the “Registration Statement”) dated February 27, 2015.

 

The law covered by the opinions expressed herein is limited to the laws of the State of Washington.

 

A.                                    Documents and Matters Examined

 

For purposes of rendering this opinion letter, we have examined originals or copies of the following documents, instruments and agreements dated on or as of the date hereof, except as otherwise indicated:

 

A-1.                         the Indentures; and

 

A-2.                         the documents listed or otherwise described on Schedule A (“Schedule A”) attached to this opinion letter.

 


 

As to certain matters of fact bearing on the opinions expressed herein, we have relied, without investigation, on:

 

(a)                                 Certificate of Existence for Care Health Company, Inc. issued by the Secretary of State for the State of Washington on February 18, 2015 (the “Care Health Certificate of Existence”); and

 

(b)                                 Information provided in the Certificate of Secretary of Guarantors effective as of February 27, 2015.

 

B.                                    Assumptions

 

For purposes of this opinion letter, we have relied on customary assumptions, including the following assumption:

 

B-1.                         The Indentures may reasonably be expected to benefit, directly or indirectly, the Washington Guarantor and the Washington Guarantor has received adequate and sufficient consideration and will derive adequate and sufficient benefit in respect of its obligations under the Indentures.

 

We have not undertaken an independent investigation to determine the accuracy of our assumptions made in this opinion letter, and any inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation.  No inference as to our knowledge of any matters bearing on the accuracy of our assumptions in this opinion letter should be drawn from the fact of our representation of the Washington Guarantor.

 

C.                                    Opinions

 

Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:

 

C-1.                         Based solely on the Care Health Certificate of Existence, the Washington Guarantor is validly existing under the laws of the State of Washington.

 

C-2.                         The Washington Guarantor has all necessary corporate power and corporate authority to execute, deliver, and perform its obligations under the Indentures and the Debt Guarantees.

 

C-3.                         The respective Debt Guarantees, upon being duly authorized by all necessary corporate action, and executed by an authorized signatory of, and delivered by, the Washington Guarantor, will be validly authorized, executed and delivered by the Washington Guarantor.

 

2


 

D.                                    Qualifications, Limitations and Exclusions

 

The opinions set forth herein are subject to the following qualifications, limitations, and exclusions.

 

D-1.                         We express no opinion as to the enforceability of any of the Indentures or the Debt Guarantees.

 

D-2.                         We express no opinion as to any law other than the law of the State of Washington.  In addition, our opinions herein are based upon our consideration of only those statutes, rules and regulations which in our experience, are normally applicable to transactions of the type provided for in the Indentures.  Without limiting the foregoing, we have not examined and we express no opinion as to any matters governed by (i) any banking or insurance company law, rule or regulation, (ii) any law, rule or regulation relating to taxation, (iii) the statutes and ordinances, administrative decisions and rules and regulations of countries, towns, agencies, counties, municipalities and special political subdivisions, (iv) state securities or “Blue Sky” laws, rules and regulations, (v) equitable principles or by any applicable bankruptcy, reorganization, winding-up, insolvency, moratorium, fraudulent conveyance, fraudulent transfer, or other laws of general application affecting the enforcement of creditors’ rights generally (including, without limitation, the effectiveness of waivers of defenses and legal rights) and (vi) antitrust and unfair competition laws and regulations.

 

This opinion letter is to be interpreted in accordance with the report by the TriBar Opinion Committee, Third Party “Closing” Opinions, 53 BUS. LAW. 592 (Feb. 1998) and the report by the Ad Hoc Committee on Third-Party Legal Opinions of the Business Law Section of the Washington State Bar Association, Supplemental Report Covering Secured Lending Transactions (Oct. 2000).  This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

 

This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement. Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons

 

3


 

whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

 

 

 

Very truly yours,

 

 

 

/s/ Stoel Rives LLP

 

4


 

SCHEDULE A

 

1.                                      Care Health Company, Inc., a Washington corporation.

 

a.                                      The following documents certified by the secretary of Care Health Company, Inc. on February 27, 2015:

 

i.                                          Certificate of Incorporation of Care Health Company, Inc. issued by the Secretary of State for the State of Washington on September 28, 1992.

 

ii.                                       Articles of Incorporation of Care Health Company, Inc. filed with the Secretary of State for the State of Washington on September 28, 1992.

 

iii.                                    Articles of Merger merging Brim Outpatient Services, Inc. into Care Health Company, Inc. issued by the Secretary of State for the State of Washington on October 26, 2001.

 

iv.                                   Articles of Merger merging Brim Equipment Services, Inc. into Care Health Company, Inc. issued by the Secretary of State for the State of Washington on October 26, 2001.

 

v.                                      Articles of Merger merging Brim Pavilion, Inc. into Care Health Company, Inc. issued by the Secretary of State for the State of Washington on October 26, 2001.

 

vi.                                   Articles of Merger merging Brim Services Group, Inc. into Care Health Company, Inc. issued by the Secretary of State for the State of Washington on October 26, 2001.

 

b.                                      The following documents certified by the secretary of Care Health Company, Inc. on February 27, 2015:

 

i.                                          Bylaws of Care Health Company, Inc., certified by the secretary of Care Health Company, Inc. on September 30, 1992.

 


 EX-5.20 23 a2223189zex-5_20.htm EX-5.20

Exhibit 5.20

 

February 27, 2015

 

LifePoint Hospitals, Inc.
330 Seven Springs Way
Brentwood, Tennessee 37027

 

Ladies and Gentlemen:

 

We have been retained as local counsel for Pennsylvania law and have been requested to provide an opinion of counsel under Pennsylvania law with reference to PHC-Ashland, L.P., a Pennsylvania limited partnership (the “Subsidiary”), in connection with the Subsidiary’s guarantees (the “Debt Guarantees”) of the debt securities (the “Debt Securities”) to be issued by LifePoint Hospitals, Inc. (“LifePoint”), pursuant to (i) a form of senior notes indenture (the “Senior Notes Indenture”), between LifePoint and the trustee party thereto or (ii) a form of subordinated notes indenture (the “Subordinated Notes Indenture” and, together with the Senior Notes Indenture, the “Indentures” and, each an “Indenture”), between LifePoint and the trustee party thereto, which were filed with the Securities and Exchange Commission (the “Commission”) as exhibits to LifePoint’s registration statement on Form S-3 (the “Registration Statement”) on February 27, 2015.  Terms used (but not defined) herein have the meanings assigned to them in the Indentures.

 

We have reviewed forms of the Indentures which were filed as exhibits to the Registration Statement.

 

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the documents, partnership records and certificates of public officials and officers of the Subsidiary described in Exhibit A and have conducted such investigation of law as we have deemed appropriate to give the opinions set forth below.  In addition, we have relied as to certain matters of fact upon the representations of the Subsidiary contained in the Indentures and in the Secretary’s Certificate of the Subsidiary dated February 27, 2015.

 

We have assumed without independent investigation and without opining thereon that the following facts and conclusions are accurate:

 


 

a)             All signatures on all instruments and documents submitted to us are genuine; all documents and other records submitted to us as originals are authentic and complete; and all documents and other records submitted to us as copies are accurate and complete copies of the originals thereof.  No modifications or amendments have been made to forms of the Indentures or Agreement of Limited Partnership since the dates referenced on Exhibit A.

 

b)             Each of the general and the limited partner of the Subsidiary duly authorized, executed and delivered the Agreement of Limited Partnership of the Subsidiary and such agreement remains in full force and effect and other than Amendment No. 1, has not been amended.

 

c)              The partners of the Subsidiary have not agreed to take or taken any action to dissolve the Subsidiary.

 

d)             Each general partner and limited partner named in the Agreement of Limited Partnership is and has been continuously since June 19, 2001, the general or limited partner, respectively, of the Subsidiary.

 

e)              With respect to all parties other than the Subsidiary, the Indentures have been duly authorized, executed and delivered by each other party thereto; and each such other party to the Indentures has the requisite power and authority to perform its obligations under the Indentures.

 

f)               Each provision of the Indentures is enforceable under New York law.

 

g)              None of the representations or warranties in the Indentures or the Registration Statement contain any untrue statement of material fact or omit to state any material fact necessary to make such statements not misleading.

 

Based on the foregoing, and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that:

 

1.                                      The Subsidiary is a limited partnership validly subsisting under the laws of the Commonwealth of Pennsylvania.

 

2.                                      The Subsidiary has the partnership power and capacity to guarantee the Debt Securities pursuant to the terms of the Indentures and to perform its obligations under the Debt Guarantees.

 

3.                                      The Debt Guarantees, upon being duly authorized by all necessary partnership action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for partnership law purposes by the Subsidiary.

 

2


 

The foregoing opinions are subject to the following exceptions, limitations and qualifications:

 

a)             We express no opinion as to the law of any jurisdiction other than the law of the Commonwealth of Pennsylvania.

 

b)             In expressing the opinion set forth in paragraph 1, we have relied solely on the Certificate dated February 18, 2015 of the Secretary of the Commonwealth of the Commonwealth of Pennsylvania as to the subsistence of the Subsidiary in the Commonwealth of Pennsylvania.

 

c)              The opinions expressed herein are based upon facts and applicable laws covered by our opinions, each as in existence on this date.  We assume no obligation to update or supplement such opinions to reflect any fact or circumstance that may come to our attention or any change in law that may occur.  The opinions contained herein are legal opinions only and do not constitute a guaranty or warranty of the matters stated.  The opinions are limited to the matters stated, and no opinion is implied or may be inferred beyond the matters expressly stated.

 

We hereby consent to reliance on this opinion letter and the opinions provided herein by the law firm White & Case LLP in connection with the legal opinion provided by that law firm that is included as an exhibit to the Registration Statement.  Additionally, we hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement.  In giving this consent, we do not hereby admit that we are Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

 

 

Very truly yours,

 

 

 

STRADLEY RONON STEVENS & YOUNG, LLP

 

 

 

By:

/s/ E. Carolan Berkley

 

 

E. Carolan Berkley,

 

 

A Partner

 

3


 

EXHIBIT A

 

Officer’s Certificate of the Guarantor dated February 27, 2015.

 

Resolutions adopted by unanimous written consent dated February 25, 2015 with respect to execution of the Indenture.

 

Certificate of Limited Partnership filed on April 9, 2001 and Change of Registered Office filed on July 22, 2005 as certified by the Acting Secretary of the of the Commonwealth of Pennsylvania on March 14, 2011.

 

Certificate dated February 18, 2015 issued by the Secretary of the Commonwealth of the Commonwealth of Pennsylvania as to the subsistence of the Guarantor in the Commonwealth of Pennsylvania.

 

Agreement of Limited Partnership dated June 19, 2001 and Amendment No. 1 to Agreement of Limited Partnership dated as of April 15, 2005 certified in the Officer’s Certificate as being true and correct and in full force and effect.

 


 EX-23.21 24 a2223189zex-23_21.htm EX-23.21

EXHIBIT 23.21

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the reference to our firm under the captions “Experts” in the Registration Statement (Form S-3) and related Prospectus of LifePoint Hospitals, Inc. for the registration of debt securities, common stock, preferred stock, and warrants and to the incorporation by reference therein of our reports dated February 12, 2015, 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, 2014, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Nashville, Tennessee

February 27, 2015

 


 EX-25.1 25 a2223189zex-25_1.htm 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)

 

(Jurisdiction of incorporation
if not a U.S. national bank)

 

95-3571558
(I.R.S. employer
identification no.)

 

 

 

400 South Hope Street
Suite 400

Los Angeles, California

(Address of principal executive offices)

 

90071
(Zip code)

 

 

LifePoint Hospitals, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)

 

20-1538254
(I.R.S. employer
identification no.)

 

 

 

Table of Additional Registrant Guarantors

 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Acquisition Bell Hospital, LLC

 

Michigan

 

80-0935981

 

 

 

 

 

America Management Companies, LLC

 

Delaware

 

62-1763639

 

 

 

 

 

AMG-Crockett, LLC

 

Delaware

 

62-1763656

 

 

 

 

 

AMG-Hillside, LLC

 

Delaware

 

62-1763652

 

 

 

 

 

AMG-Livingston, LLC

 

Delaware

 

62-1763651

 

 

 

 

 

AMG-Logan, LLC

 

Delaware

 

62-1763649

 

 

 

 

 

AMG-Southern Tennessee, LLC

 

Delaware

 

62-1763648

 

 

 

 

 

AMG-Trinity, LLC

 

Delaware

 

62-1763642

 

 

 

 

 

Andalusia Physician Practices, LLC

 

Delaware

 

20-8016585

 

 

 

 

 

Ashland Physician Services, LLC

 

Delaware

 

75-3165439

 

 

 

 

 

Ashley Valley Medical Center, LLC

 

Delaware

 

62-1762532

 

 

 

 

 

Ashley Valley Physician Practice, LLC

 

Delaware

 

62-1762570

 

 

 

 

 

Athens Physicians Practice, LLC

 

Delaware

 

62-1867833

 

 

 

 

 

Athens Regional Medical Center, LLC

 

Delaware

 

62-1866028

 

2


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Athens Surgery Center Partner, LLC

 

Delaware

 

45-519955

 

 

 

 

 

Barrow Medical Center, LLC

 

Delaware

 

62-1762529

 

 

 

 

 

Bartow General Partner, LLC

 

Delaware

 

20-0526928

 

 

 

 

 

Bartow Healthcare System, Ltd.

 

Florida

 

62-1644567

 

 

 

 

 

Bartow Memorial Limited Partner, LLC

 

Delaware

 

52-2199107

 

 

 

 

 

Bell JV, LLC

 

Delaware

 

46-4457457

 

 

 

 

 

Bell Physician Practices, Inc.

 

Michigan

 

80-0936558

 

 

 

 

 

Bolivar Physician Practices, LLC

 

Delaware

 

26-3042884

 

 

 

 

 

Bourbon Community Hospital, LLC

 

Delaware

 

62-1757924

 

 

 

 

 

Bourbon Physician Practice, LLC

 

Delaware

 

62-1824637

 

 

 

 

 

Brim Hospitals, Inc.

 

Oregon

 

93-0880990

 

 

 

 

 

Buffalo Trace Radiation Oncology Associates, LLC

 

Kentucky

 

61-1303441

 

 

 

 

 

Care Health Company, Inc.

 

Washington

 

93-1568998

 

 

 

 

 

Castleview Hospital, LLC

 

Delaware

 

62-1762357

 

3


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Castleview Medical, LLC

 

Delaware

 

62-1769739

 

 

 

 

 

Castleview Physician Practice, LLC

 

Delaware

 

62-1762573

 

 

 

 

 

Clark Regional Physician Practices, LLC

 

Delaware

 

45-5484391

 

 

 

 

 

Clinch Professional Physician Services, LLC

 

Delaware

 

20-8484894

 

 

 

 

 

Clinch Valley Medical Center, Inc.

 

Virginia

 

54-1058953

 

 

 

 

 

Clinch Valley Physicians Associates, LLC

 

Virginia

 

34-2051378

 

 

 

 

 

Clinch Valley Pulmonology, LLC

 

Virginia

 

20-0467493

 

 

 

 

 

Clinch Valley Urology, LLC

 

Virginia

 

20-0376229

 

 

 

 

 

Colorado Plains Physician Practices, LLC

 

Delaware

 

20-3730510

 

 

 

 

 

Community Hospital of Andalusia, Inc.

 

Alabama

 

62-1081822

 

 

 

 

 

Community Medical, LLC

 

Delaware

 

62-1779016

 

 

 

 

 

Community-Based Services, LLC

 

Delaware

 

26-3341700

 

 

 

 

 

Crockett Hospital, LLC

 

Delaware

 

62-1762364

 

 

 

 

 

Crockett PHO, LLC

 

Delaware

 

62-1824633

 

4


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Danville Diagnostic Imaging Center, LLC

 

Delaware

 

20-2999605

 

 

 

 

 

Danville Physician Practices, LLC

 

Delaware

 

20-2999870

 

 

 

 

 

Danville Regional Medical Center, LLC

 

Delaware

 

20-2028539

 

 

 

 

 

Danville Regional Medical Center School of Health Professions, LLC

 

Delaware

 

20-3011031

 

 

 

 

 

DLP Partner, LLC

 

Delaware

 

26-2708085

 

 

 

 

 

DLP Partner Conemaugh, LLC

 

Delaware

 

47-1854798

 

 

 

 

 

DLP Partner Marquette, LLC

 

Delaware

 

90-0869753

 

 

 

 

 

DLP Partner MedWest, LLC

 

Delaware

 

46-5007044

 

 

 

 

 

DLP Partner Twin County, LLC

 

Delaware

 

45-3027649

 

 

 

 

 

DLP Partner Wilson Rutherford, LLC

 

Delaware

 

46-4996175

 

 

 

 

 

Dodge City Healthcare Group, LLC

 

Kansas

 

61-1275266

 

 

 

 

 

Dodge City Healthcare Partner, Inc.

 

Kansas

 

61-1274535

 

 

 

 

 

Fauquier Partner, LLC

 

Delaware

 

80-0938666

 

5


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Georgetown Community Hospital, LLC

 

Delaware

 

62-1757921

 

 

 

 

 

Georgetown Rehabilitation, LLC

 

Delaware

 

62-1763818

 

 

 

 

 

Guyan Valley Hospital, LLC

 

Delaware

 

05-0539350

 

 

 

 

 

Halstead Hospital, LLC

 

Delaware

 

62-1754937

 

 

 

 

 

HCK Logan Memorial, LLC

 

Delaware

 

62-1766919

 

 

 

 

 

HDP Andalusia, LLC

 

Delaware

 

62-1765720

 

 

 

 

 

HDP Georgetown, LLC

 

Delaware

 

62-1765716

 

 

 

 

 

Hillside Hospital, LLC

 

Delaware

 

62-1762382

 

 

 

 

 

Historic LifePoint Hospitals, Inc.

 

Delaware

 

52-2165845

 

 

 

 

 

HRMC, LLC

 

Delaware

 

75-3143244

 

 

 

 

 

HSC Manager, LLC

 

Delaware

 

27-1974414

 

 

 

 

 

HSCGP, LLC

 

Delaware

 

62-1779575

 

 

 

 

 

HST Physician Practice, LLC

 

Delaware

 

62-1762577

 

 

 

 

 

HTI Georgetown, LLC

 

Delaware

 

62-1773817

 

 

 

 

 

HTI PineLake, LLC

 

Delaware

 

62-1773816

 

6


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Integrated Physician Services, LLC

 

Delaware

 

62-1762579

 

 

 

 

 

Kansas Healthcare Management Company, Inc.

 

Kansas

 

74-2849927

 

 

 

 

 

Kansas Healthcare Management Services, LLC

 

Kansas

 

74-2849929

 

 

 

 

 

Kentucky Hospital, LLC

 

Delaware

 

62-1772321

 

 

 

 

 

Kentucky Medserv, LLC

 

Delaware

 

62-1772269

 

 

 

 

 

Kentucky MSO, LLC

 

Delaware

 

62-1763638

 

 

 

 

 

Kentucky Physician Services, Inc.

 

Kentucky

 

62-1752492

 

 

 

 

 

Lake Cumberland Cardiology Associates, LLC

 

Delaware

 

27-0710002

 

 

 

 

 

Lake Cumberland Physician Practices, LLC

 

Delaware

 

20-8016687

 

 

 

 

 

Lake Cumberland Regional Hospital, LLC

 

Delaware

 

62-1757920

 

 

 

 

 

Lake Cumberland Regional Physician Hospital Organization, LLC

 

Delaware

 

52-2183772

 

 

 

 

 

Lakeland Community Hospital, LLC

 

Delaware

 

30-0109979

 

 

 

 

 

Lakeland Physician Practices, LLC

 

Delaware

 

43-1978905

 

 

 

 

 

Lamar Surgery Center, LP

 

Delaware

 

27-0070041

 

 

 

 

 

Lander Valley Physician Practices, LLC

 

Delaware

 

20-0186252

 

7


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Las Cruces Cardiology Group, LLC

 

Delaware

 

47-1054850

 

 

 

 

 

Las Cruces Endoscopy Partner, LLC

 

Delaware

 

80-0716842

 

 

 

 

 

Las Cruces Physician Practices, LLC

 

Delaware

 

20-4736578

 

 

 

 

 

LCMC MRI, LLC

 

Delaware

 

20-4807861

 

 

 

 

 

LCMC PET, LLC

 

Delaware

 

20-4807946

 

 

 

 

 

LHSC, LLC

 

Delaware

 

62-1778111

 

 

 

 

 

LifePoint Acquisition Corp.

 

Delaware

 

20-3140257

 

 

 

 

 

LifePoint Asset Management Company, Inc.

 

Delaware

 

75-2972602

 

 

 

 

 

LifePoint Billing Services, LLC

 

Delaware

 

62-1763641

 

 

 

 

 

LifePoint Corporate Services, General Partnership

 

Delaware

 

62-1779581

 

 

 

 

 

LifePoint CSLP, LLC

 

Delaware

 

62-1779574

 

 

 

 

 

LifePoint Holdings 2, LLC

 

Delaware

 

62-1778733

 

 

 

 

 

LifePoint Hospitals Holdings, Inc.

 

Delaware

 

52-2167869

 

 

 

 

 

LifePoint Medical Group — Hillside, Inc.

 

Tennessee

 

62-1720394

 

 

 

 

 

LifePoint of GAGP, LLC

 

Delaware

 

62-1778160

 

8


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

LifePoint of Georgia, Limited Partnership

 

Delaware

 

62-1778162

 

 

 

 

 

LifePoint of Kentucky, LLC

 

Delaware

 

62-1778730

 

 

 

 

 

LifePoint of Lake Cumberland, LLC

 

Delaware

 

62-1828844

 

 

 

 

 

LifePoint PSO, LLC

 

Delaware

 

47-2393318

 

 

 

 

 

LifePoint RC, Inc.

 

Delaware

 

62-1761942

 

 

 

 

 

LifePoint VA Holdings, Inc.

 

Delaware

 

20-3140383

 

 

 

 

 

LifePoint WV Holdings, Inc.

 

Delaware

 

20-3140329

 

 

 

 

 

Livingston Regional Hospital, LLC

 

Delaware

 

62-1762419

 

 

 

 

 

Logan General Hospital, LLC

 

Delaware

 

05-0539357

 

 

 

 

 

Logan Healthcare Partner, LLC

 

Delaware

 

20-0086245

 

 

 

 

 

Logan Medical, LLC

 

Delaware

 

62-1772319

 

 

 

 

 

Logan Memorial Hospital, LLC

 

Delaware

 

62-1757917

 

 

 

 

 

Logan Physician Practice, LLC

 

Delaware

 

62-1824635

 

 

 

 

 

Los Alamos Physician Practices, LLC

 

Delaware

 

20-4206739

 

 

 

 

 

Martinsville Physician Practices, LLC

 

Delaware

 

20-4277914

 

9

 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Meadowview Physician Practice, LLC

 

Delaware

 

62-1762581

 

 

 

 

 

Meadowview Regional Medical Center, LLC

 

Delaware

 

62-1757929

 

 

 

 

 

Meadowview Rights, LLC

 

Delaware

 

62-1766337

 

 

 

 

 

Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC

 

Virginia

 

20-3217713

 

 

 

 

 

Memorial Prompt Care, LLC

 

Delaware

 

45-4282042

 

 

 

 

 

Mercy Physician Practices, LLC

 

Delaware

 

20-8620112

 

 

 

 

 

Mexia Principal Healthcare Limited Partnership

 

Texas

 

62-1692446

 

 

 

 

 

Mexia-Principal, Inc.

 

Texas

 

62-1691355

 

 

 

 

 

Minden Physician Practices, LLC

 

Delaware

 

27-0151827

 

 

 

 

 

Nason Medical Center, LLC

 

Delaware

 

47-2546387

 

 

 

 

 

Nason Physician Practices, LLC

 

Delaware

 

47-2553258

 

 

 

 

 

Northeastern Nevada Physician Practices, LLC

 

Delaware

 

26-3632448

 

 

 

 

 

Northwest Medical Center-Winfield, LLC

 

Delaware

 

30-0109981

 

 

 

 

 

Norton Partner, LLC

 

Delaware

 

90-0870496

 

 

 

 

 

NWMC-Winfield Anesthesia Physicians, LLC

 

Delaware

 

45-3961524

 

10


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

NWMC-Winfield Hospitalist Physicians, LLC

 

Delaware

 

45-3961618

 

 

 

 

 

NWMC-Winfield Physician Practices, LLC

 

Delaware

 

43-1978895

 

 

 

 

 

OmniPoint Surgical Associates, LLC

 

Delaware

 

62-1763655

 

 

 

 

 

Opelousas Imaging Center Partner, LLC

 

Delaware

 

20-2882362

 

 

 

 

 

Opelousas PET/CT Imaging Center, LLC

 

Delaware

 

20-2882466

 

 

 

 

 

Orthopedics of Southwest Virginia, LLC

 

Virginia

 

20-1681827

 

 

 

 

 

Palestine-Principal G.P., Inc.

 

Texas

 

62-1742220

 

 

 

 

 

Palestine Principal Healthcare Limited Partnership

 

Texas

 

74-2791525

 

 

 

 

 

PHC-Ashland, L.P.

 

Pennsylvania

 

62-1852338

 

 

 

 

 

PHC-Aviation, Inc.

 

Tennessee

 

01-0553855

 

 

 

 

 

PHC-Belle Glade, Inc.

 

Florida

 

62-1769465

 

 

 

 

 

PHC-Charlestown, L.P.

 

Indiana

 

62-1867863

 

 

 

 

 

PHC-Cleveland, Inc.

 

Mississippi

 

62-1812558

 

 

 

 

 

PHC-Doctors’ Hospital, Inc.

 

Louisiana

 

62-1779010

 

 

 

 

 

PHC-Elko, Inc.

 

Nevada

 

62-1740235

 

11


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

PHC-Fort Mohave, Inc.

 

Arizona

 

32-0063628

 

 

 

 

 

PHC-Fort Morgan, Inc.

 

Colorado

 

27-0113173

 

 

 

 

 

PHC Hospitals, LLC

 

Delaware

 

62-1868383

 

 

 

 

 

PHC-Indiana, Inc.

 

Indiana

 

62-1868157

 

 

 

 

 

PHC-Knox, Inc.

 

Nevada

 

62-1769067

 

 

 

 

 

PHC-Lake Havasu, Inc.

 

Arizona

 

62-1735358

 

 

 

 

 

PHC-Lakewood, Inc.

 

Louisiana

 

62-1864994

 

 

 

 

 

PHC-Las Cruces, Inc.

 

New Mexico

 

27-0085482

 

 

 

 

 

PHC-Los Alamos, Inc.

 

New Mexico

 

03-0390794

 

 

 

 

 

PHC-Louisiana, Inc.

 

Louisiana

 

62-1779009

 

 

 

 

 

PHC-Martinsville, Inc.

 

Virginia

 

04-3597974

 

 

 

 

 

PHC-Minden G.P., Inc.

 

Louisiana

 

62-1789341

 

 

 

 

 

PHC-Minden, L.P.

 

Louisiana

 

62-1789340

 

 

 

 

 

PHC-Morgan City, L.P.

 

Louisiana

 

62-1865278

 

 

 

 

 

PHC-Morgan Lake, Inc.

 

Louisiana

 

62-1870304

 

12


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

PHC-Opelousas, L.P.

 

Louisiana

 

62-1779008

 

 

 

 

 

PHC-Palestine, Inc.

 

Nevada

 

62-1751489

 

 

 

 

 

PHC-Selma, LLC

 

Delaware

 

27-5437722

 

 

 

 

 

PHC-Tennessee, Inc.

 

Tennessee

 

62-1780282

 

 

 

 

 

Piedmont Partner, LLC

 

Delaware

 

47-2592255

 

 

 

 

 

PineLake Physician Practice, LLC

 

Delaware

 

62-1762582

 

 

 

 

 

PineLake Regional Hospital, LLC

 

Delaware

 

62-1757927

 

 

 

 

 

Poitras Practice, LLC

 

Delaware

 

62-1762586

 

 

 

 

 

Portage Partner, LLC

 

Delaware

 

32-0414331

 

 

 

 

 

PRHC-Alabama, LLC

 

Delaware

 

62-1867696

 

 

 

 

 

PRHC-Ennis G.P., Inc.

 

Texas

 

62-1789403

 

 

 

 

 

PRHC-Ennis, L.P.

 

Texas

 

62-1789402

 

 

 

 

 

Principal Hospital Company of Nevada, Inc.

 

Nevada

 

62-1691358

 

 

 

 

 

Principal Knox, L.L.C.

 

Delaware

 

62-1763056

 

 

 

 

 

Principal Knox, L.P.

 

Delaware

 

62-1763056

 

13


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Principal-Needles, Inc.

 

Tennessee

 

62-1694530

 

 

 

 

 

Province Healthcare Company

 

Delaware

 

62-1710772

 

 

 

 

 

Putnam Ambulatory Surgery Center, LLC

 

Delaware

 

20-2082396

 

 

 

 

 

Putnam Community Medical Center, LLC

 

Delaware

 

62-1818453

 

 

 

 

 

Putnam Physician Practices, LLC

 

Delaware

 

26-3042979

 

 

 

 

 

R. Kendall Brown Practice, LLC

 

Delaware

 

62-1762590

 

 

 

 

 

Raleigh General Hospital, LLC

 

West Virginia

 

55-0261260

 

 

 

 

 

River Parishes Holdings, LLC

 

Delaware

 

20-2468681

 

 

 

 

 

River Parishes Hospital, LLC

 

Delaware

 

20-0959379

 

 

 

 

 

River Parishes Partner, LLC

 

Delaware

 

20-2502853

 

 

 

 

 

River Parishes Physician Practices, LLC

 

Delaware

 

20-1227403

 

 

 

 

 

Riverton Memorial Hospital, LLC

 

Delaware

 

62-1762468

 

 

 

 

 

Riverton Oncology Practice, LLC

 

Delaware

 

26-3839861

 

 

 

 

 

Riverton Physician Practices, LLC

 

Delaware

 

62-1763635

 

 

 

 

 

Riverview Medical Center, LLC

 

Delaware

 

62-1762469

 

14


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Riverview Physician Practices, LLC

 

Delaware

 

45-3853399

 

 

 

 

 

Russellville Hospital, LLC

 

Delaware

 

03-0464224

 

 

 

 

 

Russellville Physician Practices, LLC

 

Delaware

 

20-0454003

 

 

 

 

 

Select Healthcare, LLC

 

Delaware

 

62-1763632

 

 

 

 

 

Selma Diagnostic Imaging, LLC

 

Delaware

 

27-5437945

 

 

 

 

 

Siletchnik Practice, LLC

 

Delaware

 

62-1762275

 

 

 

 

 

Smith County Memorial Hospital, LLC

 

Delaware

 

62-1762490

 

 

 

 

 

Somerset Surgery Partner, LLC

 

Delaware

 

62-1864098

 

 

 

 

 

Southern Tennessee EMS, LLC

 

Delaware

 

62-1763622

 

 

 

 

 

Southern Tennessee Medical Center, LLC

 

Delaware

 

62-1762535

 

 

 

 

 

Southern Tennessee PHO, LLC

 

Delaware

 

62-1824632

 

 

 

 

 

Spring View Hospital, LLC

 

Delaware

 

20-0155414

 

 

 

 

 

Spring View Physician Practices, LLC

 

Delaware

 

20-4302480

 

 

 

 

 

Springhill Medical Center, LLC

 

Delaware

 

62-1754936

 

 

 

 

 

SST Community Health, L.L.C.

 

Tennessee

 

62-1835614

 

 

 

 

 

Starke Physician Practices, LLC

 

Delaware

 

20-8724378

 

15


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Sumner Physician Practices, LLC

 

Delaware

 

27-2618964

 

 

 

 

 

Sumner Real Estate Holdings, LLC

 

Delaware

 

27-2618993

 

 

 

 

 

Sumner Regional Medical Center, LLC

 

Delaware

 

27-2618766

 

 

 

 

 

Texas Specialty Physicians

 

Texas

 

26-2477205

 

 

 

 

 

The MRI Center of Northwest Alabama, LLC

 

Delaware

 

20-2082277

 

 

 

 

 

THM Physician Practice, LLC

 

Delaware

 

62-1762591

 

 

 

 

 

Trousdale Medical Center, LLC

 

Delaware

 

27-2618876

 

 

 

 

 

Trousdale Physician Practices, LLC

 

Delaware

 

45-3853454

 

 

 

 

 

Two Rivers Physician Practices, LLC

 

Delaware

 

36-4796940

 

 

 

 

 

Valley View Physician Practices, LLC

 

Delaware

 

26-4227573

 

 

 

 

 

Vaughan Physician Practices, LLC

 

Delaware

 

20-5831435

 

 

 

 

 

Ville Platte Medical Center, LLC

 

Delaware

 

62-1868757

 

 

 

 

 

West Virginia Management Services Organization, Inc.

 

West Virginia

 

62-1630580

 

 

 

 

 

Western Plains Physician Practices, LLC

 

Delaware

 

20-8179824

 

 

 

 

 

Western Plains Regional Hospital, LLC

 

Delaware

 

62-1762592

 

16


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Woodford Hospital, LLC

 

Delaware

 

52-2260534

 

 

 

 

 

Woods Memorial Hospital, LLC

 

Delaware

 

45-5368120

 

 

 

 

 

Wythe County Community Hospital, LLC

 

Delaware

 

20-2468795

 

 

 

 

 

Wythe County Physician Practices, LLC

 

Delaware

 

20-3230510

 

 

 

 

 

Zone, Incorporated

 

West Virginia

 

62-1698438

 

330 Seven Springs Way

 

 

Brentwood, Tennessee

 

37027

(Address of principal executive offices)

 

(Zip code)

 

 

Senior Debt Securities
and Guarantees of Senior Debt Securities
(Title of the indenture securities)

 

 

 

17

 

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).

 

18


 

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.

 

19


 

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 Chicago, and State of Illinois on the 25th day of February, 2015.

 

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

 

 

By:

/s/ R. Tarnas

 

Name:

R. Tarnas

 

Title:

Vice President

 

20

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

 

At the close of business December 31, 2014, 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

 

 

 

 

 

2,244

 

Interest-bearing balances

 

 

 

 

 

283

 

Securities:

 

 

 

 

 

 

 

Held-to-maturity securities

 

 

 

 

 

0

 

Available-for-sale securities

 

 

 

 

 

681,797

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

 

 

Federal funds sold

 

 

 

 

 

181,700

 

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)

 

 

 

 

 

13,215

 

Other real estate owned

 

 

 

 

 

0

 

Investments in unconsolidated subsidiaries and associated companies 

 

 

 

 

 

0

 

Direct and indirect investments in real estate ventures 

 

 

 

 

 

0

 

Intangible assets:

 

 

 

 

 

 

 

Goodwill

 

 

 

 

 

856,313

 

Other intangible assets

 

 

 

 

 

103,947

 

Other assets

 

 

 

 

 

117,698

 

Total assets

 

 

 

 

 

$

1,957,197

 

 

1


 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

In domestic offices

 

 

 

 

 

502

 

Noninterest-bearing

 

 

 

502

 

 

 

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)

 

 

 

 

 

0

 

Not applicable

 

 

 

 

 

 

 

Not applicable

 

 

 

 

 

 

 

Subordinated notes and debentures

 

 

 

 

 

0

 

Other liabilities

 

 

 

 

 

257,630

 

Total liabilities

 

 

 

 

 

258,132

 

Not applicable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

 

 

 

 

0

 

Common stock

 

 

 

 

 

1,000

 

Surplus (exclude all surplus related to preferred stock)

 

 

 

 

 

1,122,182

 

Not available

 

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

575,618

 

Accumulated other comprehensive income

 

 

 

 

 

265

 

Other equity capital components

 

 

 

 

 

0

 

Not available

 

 

 

 

 

 

 

Total bank equity capital

 

 

 

 

 

1,699,065

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

 

 

 

 

0

 

Total equity capital

 

 

 

 

 

1,699,065

 

Total liabilities and equity capital

 

 

 

 

 

1,957,197

 

 

I, Matthew J. McNulty, CFO 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.

 

Matthew J. McNulty

)

CFO

 

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.

 

Antonio I. Portuondo, President

)

 

William D. Lindelof, Director

)

Directors (Trustees)

Alphonse J. Briand, Director

)

 

 

2


 EX-25.2 26 a2223189zex-25_2.htm EX-25.2

Exhibit 25.2

 

 

 

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
if not a U.S. national bank)

 

(I.R.S. employer
identification no.)

 

 

 

400 South Hope Street
Suite 400

Los Angeles, California

 

90071

(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.)

 

 

Table of Additional Registrant Guarantors

 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Acquisition Bell Hospital, LLC

 

Michigan

 

80-0935981

 

 

 

 

 

America Management Companies, LLC

 

Delaware

 

62-1763639

 

 

 

 

 

AMG-Crockett, LLC

 

Delaware

 

62-1763656

 

 

 

 

 

AMG-Hillside, LLC

 

Delaware

 

62-1763652

 

 

 

 

 

AMG-Livingston, LLC

 

Delaware

 

62-1763651

 

 

 

 

 

AMG-Logan, LLC

 

Delaware

 

62-1763649

 

 

 

 

 

AMG-Southern Tennessee, LLC

 

Delaware

 

62-1763648

 

 

 

 

 

AMG-Trinity, LLC

 

Delaware

 

62-1763642

 

 

 

 

 

Andalusia Physician Practices, LLC

 

Delaware

 

20-8016585

 

 

 

 

 

Ashland Physician Services, LLC

 

Delaware

 

75-3165439

 

 

 

 

 

Ashley Valley Medical Center, LLC

 

Delaware

 

62-1762532

 

 

 

 

 

Ashley Valley Physician Practice, LLC

 

Delaware

 

62-1762570

 

 

 

 

 

Athens Physicians Practice, LLC

 

Delaware

 

62-1867833

 

 

 

 

 

Athens Regional Medical Center, LLC

 

Delaware

 

62-1866028

 

2


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Athens Surgery Center Partner,  LLC

 

Delaware

 

45-519955

 

 

 

 

 

Barrow Medical Center, LLC

 

Delaware

 

62-1762529

 

 

 

 

 

Bartow General Partner, LLC

 

Delaware

 

20-0526928

 

 

 

 

 

Bartow Healthcare System, Ltd.

 

Florida

 

62-1644567

 

 

 

 

 

Bartow Memorial Limited Partner, LLC

 

Delaware

 

52-2199107

 

 

 

 

 

Bell JV, LLC

 

Delaware

 

46-4457457

 

 

 

 

 

Bell Physician Practices, Inc.

 

Michigan

 

80-0936558

 

 

 

 

 

Bolivar Physician Practices, LLC

 

Delaware

 

26-3042884

 

 

 

 

 

Bourbon Community Hospital, LLC

 

Delaware

 

62-1757924

 

 

 

 

 

Bourbon Physician Practice, LLC

 

Delaware

 

62-1824637

 

 

 

 

 

Brim Hospitals, Inc.

 

Oregon

 

93-0880990

 

 

 

 

 

Buffalo Trace Radiation Oncology Associates, LLC

 

Kentucky

 

61-1303441

 

 

 

 

 

Care Health Company, Inc.

 

Washington

 

93-1568998

 

 

 

 

 

Castleview Hospital, LLC

 

Delaware

 

62-1762357

 

3


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Castleview Medical, LLC

 

Delaware

 

62-1769739

 

 

 

 

 

Castleview Physician Practice, LLC

 

Delaware

 

62-1762573

 

 

 

 

 

Clark Regional Physician Practices, LLC

 

Delaware

 

45-5484391

 

 

 

 

 

Clinch Professional Physician Services, LLC

 

Delaware

 

20-8484894

 

 

 

 

 

Clinch Valley Medical Center, Inc.

 

Virginia

 

54-1058953

 

 

 

 

 

Clinch Valley Physicians Associates, LLC

 

Virginia

 

34-2051378

 

 

 

 

 

Clinch Valley Pulmonology, LLC

 

Virginia

 

20-0467493

 

 

 

 

 

Clinch Valley Urology, LLC

 

Virginia

 

20-0376229

 

 

 

 

 

Colorado Plains Physician Practices, LLC

 

Delaware

 

20-3730510

 

 

 

 

 

Community Hospital of Andalusia, Inc.

 

Alabama

 

62-1081822

 

 

 

 

 

Community Medical, LLC

 

Delaware

 

62-1779016

 

 

 

 

 

Community-Based Services, LLC

 

Delaware

 

26-3341700

 

 

 

 

 

Crockett Hospital, LLC

 

Delaware

 

62-1762364

 

 

 

 

 

Crockett PHO, LLC

 

Delaware

 

62-1824633

 

4


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Danville Diagnostic Imaging Center, LLC

 

Delaware

 

20-2999605

 

 

 

 

 

Danville Physician Practices, LLC

 

Delaware

 

20-2999870

 

 

 

 

 

Danville Regional Medical Center, LLC

 

Delaware

 

20-2028539

 

 

 

 

 

Danville Regional Medical Center School of Health Professions, LLC

 

Delaware

 

20-3011031

 

 

 

 

 

DLP Partner, LLC

 

Delaware

 

26-2708085

 

 

 

 

 

DLP Partner Conemaugh, LLC

 

Delaware

 

47-1854798

 

 

 

 

 

DLP Partner Marquette, LLC

 

Delaware

 

90-0869753

 

 

 

 

 

DLP Partner MedWest, LLC

 

Delaware

 

46-5007044

 

 

 

 

 

DLP Partner Twin County, LLC

 

Delaware

 

45-3027649

 

 

 

 

 

DLP Partner Wilson Rutherford, LLC

 

Delaware

 

46-4996175

 

 

 

 

 

Dodge City Healthcare Group, LLC

 

Kansas

 

61-1275266

 

 

 

 

 

Dodge City Healthcare Partner, Inc.

 

Kansas

 

61-1274535

 

 

 

 

 

Fauquier Partner, LLC

 

Delaware

 

80-0938666

 

5


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Georgetown Community Hospital, LLC

 

Delaware

 

62-1757921

 

 

 

 

 

Georgetown Rehabilitation, LLC

 

Delaware

 

62-1763818

 

 

 

 

 

Guyan Valley Hospital, LLC

 

Delaware

 

05-0539350

 

 

 

 

 

Halstead Hospital, LLC

 

Delaware

 

62-1754937

 

 

 

 

 

HCK Logan Memorial, LLC

 

Delaware

 

62-1766919

 

 

 

 

 

HDP Andalusia, LLC

 

Delaware

 

62-1765720

 

 

 

 

 

HDP Georgetown, LLC

 

Delaware

 

62-1765716

 

 

 

 

 

Hillside Hospital, LLC

 

Delaware

 

62-1762382

 

 

 

 

 

Historic LifePoint Hospitals, Inc.

 

Delaware

 

52-2165845

 

 

 

 

 

HRMC, LLC

 

Delaware

 

75-3143244

 

 

 

 

 

HSC Manager, LLC

 

Delaware

 

27-1974414

 

 

 

 

 

HSCGP, LLC

 

Delaware

 

62-1779575

 

 

 

 

 

HST Physician Practice, LLC

 

Delaware

 

62-1762577

 

 

 

 

 

HTI Georgetown, LLC

 

Delaware

 

62-1773817

 

 

 

 

 

HTI PineLake, LLC

 

Delaware

 

62-1773816

 

6


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Integrated Physician Services, LLC

 

Delaware

 

62-1762579

 

 

 

 

 

Kansas Healthcare Management Company, Inc.

 

Kansas

 

74-2849927

 

 

 

 

 

Kansas Healthcare Management Services, LLC

 

Kansas

 

74-2849929

 

 

 

 

 

Kentucky Hospital, LLC

 

Delaware

 

62-1772321

 

 

 

 

 

Kentucky Medserv, LLC

 

Delaware

 

62-1772269

 

 

 

 

 

Kentucky MSO, LLC

 

Delaware

 

62-1763638

 

 

 

 

 

Kentucky Physician Services, Inc.

 

Kentucky

 

62-1752492

 

 

 

 

 

Lake Cumberland Cardiology Associates, LLC

 

Delaware

 

27-0710002

 

 

 

 

 

Lake Cumberland Physician Practices, LLC

 

Delaware

 

20-8016687

 

 

 

 

 

Lake Cumberland Regional Hospital, LLC

 

Delaware

 

62-1757920

 

 

 

 

 

Lake Cumberland Regional Physician Hospital Organization, LLC

 

Delaware

 

52-2183772

 

 

 

 

 

Lakeland Community Hospital, LLC

 

Delaware

 

30-0109979

 

 

 

 

 

Lakeland Physician Practices, LLC

 

Delaware

 

43-1978905

 

 

 

 

 

Lamar Surgery Center, LP

 

Delaware

 

27-0070041

 

 

 

 

 

Lander Valley Physician Practices, LLC

 

Delaware

 

20-0186252

 

7


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Las Cruces Cardiology Group, LLC

 

Delaware

 

47-1054850

 

 

 

 

 

Las Cruces Endoscopy Partner, LLC

 

Delaware

 

80-0716842

 

 

 

 

 

Las Cruces Physician Practices, LLC

 

Delaware

 

20-4736578

 

 

 

 

 

LCMC MRI, LLC

 

Delaware

 

20-4807861

 

 

 

 

 

LCMC PET, LLC

 

Delaware

 

20-4807946

 

 

 

 

 

LHSC, LLC

 

Delaware

 

62-1778111

 

 

 

 

 

LifePoint Acquisition Corp.

 

Delaware

 

20-3140257

 

 

 

 

 

LifePoint Asset Management Company, Inc.

 

Delaware

 

75-2972602

 

 

 

 

 

LifePoint Billing Services, LLC

 

Delaware

 

62-1763641

 

 

 

 

 

LifePoint Corporate Services, General Partnership

 

Delaware

 

62-1779581

 

 

 

 

 

LifePoint CSLP, LLC

 

Delaware

 

62-1779574

 

 

 

 

 

LifePoint Holdings 2, LLC

 

Delaware

 

62-1778733

 

 

 

 

 

LifePoint Hospitals Holdings, Inc.

 

Delaware

 

52-2167869

 

 

 

 

 

LifePoint Medical Group — Hillside, Inc.

 

Tennessee

 

62-1720394

 

 

 

 

 

LifePoint of GAGP, LLC

 

Delaware

 

62-1778160

 

8


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

LifePoint of Georgia, Limited Partnership

 

Delaware

 

62-1778162

 

 

 

 

 

LifePoint of Kentucky, LLC

 

Delaware

 

62-1778730

 

 

 

 

 

LifePoint of Lake Cumberland, LLC

 

Delaware

 

62-1828844

 

 

 

 

 

LifePoint PSO, LLC

 

Delaware

 

47-2393318

 

 

 

 

 

LifePoint RC, Inc.

 

Delaware

 

62-1761942

 

 

 

 

 

LifePoint VA Holdings, Inc.

 

Delaware

 

20-3140383

 

 

 

 

 

LifePoint WV Holdings, Inc.

 

Delaware

 

20-3140329

 

 

 

 

 

Livingston Regional Hospital, LLC

 

Delaware

 

62-1762419

 

 

 

 

 

Logan General Hospital, LLC

 

Delaware

 

05-0539357

 

 

 

 

 

Logan Healthcare Partner, LLC

 

Delaware

 

20-0086245

 

 

 

 

 

Logan Medical, LLC

 

Delaware

 

62-1772319

 

 

 

 

 

Logan Memorial Hospital, LLC

 

Delaware

 

62-1757917

 

 

 

 

 

Logan Physician Practice, LLC

 

Delaware

 

62-1824635

 

 

 

 

 

Los Alamos Physician Practices, LLC

 

Delaware

 

20-4206739

 

 

 

 

 

Martinsville Physician Practices, LLC

 

Delaware

 

20-4277914

 

9

 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Meadowview Physician Practice, LLC

 

Delaware

 

62-1762581

 

 

 

 

 

Meadowview Regional Medical Center, LLC

 

Delaware

 

62-1757929

 

 

 

 

 

Meadowview Rights, LLC

 

Delaware

 

62-1766337

 

 

 

 

 

Memorial Hospital of Martinsville & Henry County Ambulatory Surgery Center, LLC

 

Virginia

 

20-3217713

 

 

 

 

 

Memorial Prompt Care, LLC

 

Delaware

 

45-4282042

 

 

 

 

 

Mercy Physician Practices, LLC

 

Delaware

 

20-8620112

 

 

 

 

 

Mexia Principal Healthcare Limited Partnership

 

Texas

 

62-1692446

 

 

 

 

 

Mexia-Principal, Inc.

 

Texas

 

62-1691355

 

 

 

 

 

Minden Physician Practices, LLC

 

Delaware

 

27-0151827

 

 

 

 

 

Nason Medical Center, LLC 

 

Delaware

 

47-2546387

 

 

 

 

 

Nason Physician Practices, LLC 

 

Delaware

 

47-2553258

 

 

 

 

 

Northeastern Nevada Physician Practices, LLC

 

Delaware

 

26-3632448

 

 

 

 

 

Northwest Medical Center-Winfield, LLC

 

Delaware

 

30-0109981

 

 

 

 

 

Norton Partner, LLC

 

Delaware

 

90-0870496

 

 

 

 

 

NWMC-Winfield Anesthesia Physicians, LLC

 

Delaware

 

45-3961524

 

10


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

NWMC-Winfield Hospitalist Physicians, LLC

 

Delaware

 

45-3961618

 

 

 

 

 

NWMC-Winfield Physician Practices, LLC

 

Delaware

 

43-1978895

 

 

 

 

 

OmniPoint Surgical Associates, LLC

 

Delaware

 

62-1763655

 

 

 

 

 

Opelousas Imaging Center Partner, LLC

 

Delaware

 

20-2882362

 

 

 

 

 

Opelousas PET/CT Imaging Center, LLC

 

Delaware

 

20-2882466

 

 

 

 

 

Orthopedics of Southwest Virginia, LLC

 

Virginia

 

20-1681827

 

 

 

 

 

Palestine-Principal G.P., Inc.

 

Texas

 

62-1742220

 

 

 

 

 

Palestine Principal Healthcare Limited Partnership

 

Texas

 

74-2791525

 

 

 

 

 

PHC-Ashland, L.P. 

 

Pennsylvania

 

62-1852338

 

 

 

 

 

PHC-Aviation, Inc.

 

Tennessee

 

01-0553855

 

 

 

 

 

PHC-Belle Glade, Inc.

 

Florida

 

62-1769465

 

 

 

 

 

PHC-Charlestown, L.P.

 

Indiana

 

62-1867863

 

 

 

 

 

PHC-Cleveland, Inc.

 

Mississippi

 

62-1812558

 

 

 

 

 

PHC-Doctors’ Hospital, Inc.

 

Louisiana

 

62-1779010

 

 

 

 

 

PHC-Elko, Inc. 

 

Nevada

 

62-1740235

 

11


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

PHC-Fort Mohave, Inc.

 

Arizona

 

32-0063628

 

 

 

 

 

PHC-Fort Morgan, Inc.

 

Colorado

 

27-0113173

 

 

 

 

 

PHC Hospitals, LLC

 

Delaware

 

62-1868383

 

 

 

 

 

PHC-Indiana, Inc.

 

Indiana

 

62-1868157

 

 

 

 

 

PHC-Knox, Inc.

 

Nevada

 

62-1769067

 

 

 

 

 

PHC-Lake Havasu, Inc.

 

Arizona

 

62-1735358

 

 

 

 

 

PHC-Lakewood, Inc.

 

Louisiana

 

62-1864994

 

 

 

 

 

PHC-Las Cruces, Inc.

 

New Mexico

 

27-0085482

 

 

 

 

 

PHC-Los Alamos, Inc.

 

New Mexico

 

03-0390794

 

 

 

 

 

PHC-Louisiana, Inc.

 

Louisiana

 

62-1779009

 

 

 

 

 

PHC-Martinsville, Inc.

 

Virginia

 

04-3597974

 

 

 

 

 

PHC-Minden G.P., Inc.

 

Louisiana

 

62-1789341

 

 

 

 

 

PHC-Minden, L.P.

 

Louisiana

 

62-1789340

 

 

 

 

 

PHC-Morgan City, L.P.

 

Louisiana

 

62-1865278

 

 

 

 

 

PHC-Morgan Lake, Inc. 

 

Louisiana

 

62-1870304

 

12


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

PHC-Opelousas, L.P.

 

Louisiana

 

62-1779008

 

 

 

 

 

PHC-Palestine, Inc.

 

Nevada

 

62-1751489

 

 

 

 

 

PHC-Selma, LLC

 

Delaware

 

27-5437722

 

 

 

 

 

PHC-Tennessee, Inc.

 

Tennessee

 

62-1780282

 

 

 

 

 

Piedmont Partner, LLC

 

Delaware

 

47-2592255

 

 

 

 

 

PineLake Physician Practice, LLC

 

Delaware

 

62-1762582

 

 

 

 

 

PineLake Regional Hospital, LLC

 

Delaware

 

62-1757927

 

 

 

 

 

Poitras Practice, LLC

 

Delaware

 

62-1762586

 

 

 

 

 

Portage Partner, LLC

 

Delaware

 

32-0414331

 

 

 

 

 

PRHC-Alabama, LLC

 

Delaware

 

62-1867696

 

 

 

 

 

PRHC-Ennis G.P., Inc.

 

Texas

 

62-1789403

 

 

 

 

 

PRHC-Ennis, L.P.

 

Texas

 

62-1789402

 

 

 

 

 

Principal Hospital Company of Nevada, Inc.

 

Nevada

 

62-1691358

 

 

 

 

 

Principal Knox, L.L.C.

 

Delaware

 

62-1763056

 

 

 

 

 

Principal Knox, L.P. 

 

Delaware

 

62-1763056

 

13


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Principal-Needles, Inc.

 

Tennessee

 

62-1694530

 

 

 

 

 

Province Healthcare Company

 

Delaware

 

62-1710772

 

 

 

 

 

Putnam Ambulatory Surgery Center, LLC

 

Delaware

 

20-2082396

 

 

 

 

 

Putnam Community Medical Center, LLC

 

Delaware

 

62-1818453

 

 

 

 

 

Putnam Physician Practices, LLC

 

Delaware

 

26-3042979

 

 

 

 

 

R. Kendall Brown Practice, LLC

 

Delaware

 

62-1762590

 

 

 

 

 

Raleigh General Hospital, LLC

 

West Virginia

 

55-0261260

 

 

 

 

 

River Parishes Holdings, LLC

 

Delaware

 

20-2468681

 

 

 

 

 

River Parishes Hospital, LLC

 

Delaware

 

20-0959379

 

 

 

 

 

River Parishes Partner, LLC

 

Delaware

 

20-2502853

 

 

 

 

 

River Parishes Physician Practices, LLC

 

Delaware

 

20-1227403

 

 

 

 

 

Riverton Memorial Hospital, LLC

 

Delaware

 

62-1762468

 

 

 

 

 

Riverton Oncology Practice, LLC

 

Delaware

 

26-3839861

 

 

 

 

 

Riverton Physician Practices, LLC

 

Delaware

 

62-1763635

 

 

 

 

 

Riverview Medical Center, LLC 

 

Delaware

 

62-1762469

 

14


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Riverview Physician Practices, LLC

 

Delaware

 

45-3853399

 

 

 

 

 

Russellville Hospital, LLC

 

Delaware

 

03-0464224

 

 

 

 

 

Russellville Physician Practices, LLC

 

Delaware

 

20-0454003

 

 

 

 

 

Select Healthcare, LLC

 

Delaware

 

62-1763632

 

 

 

 

 

Selma Diagnostic Imaging, LLC

 

Delaware

 

27-5437945

 

 

 

 

 

Siletchnik Practice, LLC

 

Delaware

 

62-1762275

 

 

 

 

 

Smith County Memorial Hospital, LLC

 

Delaware

 

62-1762490

 

 

 

 

 

Somerset Surgery Partner, LLC

 

Delaware

 

62-1864098

 

 

 

 

 

Southern Tennessee EMS, LLC

 

Delaware

 

62-1763622

 

 

 

 

 

Southern Tennessee Medical Center, LLC

 

Delaware

 

62-1762535

 

 

 

 

 

Southern Tennessee PHO, LLC

 

Delaware

 

62-1824632

 

 

 

 

 

Spring View Hospital, LLC

 

Delaware

 

20-0155414

 

 

 

 

 

Spring View Physician Practices, LLC

 

Delaware

 

20-4302480

 

 

 

 

 

Springhill Medical Center, LLC

 

Delaware

 

62-1754936

 

 

 

 

 

SST Community Health, L.L.C.

 

Tennessee

 

62-1835614

 

 

 

 

 

Starke Physician Practices, LLC

 

Delaware

 

20-8724378

 

15


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Sumner Physician Practices, LLC

 

Delaware

 

27-2618964

 

 

 

 

 

Sumner Real Estate Holdings, LLC

 

Delaware

 

27-2618993

 

 

 

 

 

Sumner Regional Medical Center, LLC

 

Delaware

 

27-2618766

 

 

 

 

 

Texas Specialty Physicians

 

Texas

 

26-2477205

 

 

 

 

 

The MRI Center of Northwest Alabama, LLC

 

Delaware

 

20-2082277

 

 

 

 

 

THM Physician Practice, LLC

 

Delaware

 

62-1762591

 

 

 

 

 

Trousdale Medical Center, LLC

 

Delaware

 

27-2618876

 

 

 

 

 

Trousdale Physician Practices, LLC

 

Delaware

 

45-3853454

 

 

 

 

 

Two Rivers Physician Practices, LLC

 

Delaware

 

36-4796940

 

 

 

 

 

Valley View Physician Practices, LLC

 

Delaware

 

26-4227573

 

 

 

 

 

Vaughan Physician Practices, LLC

 

Delaware

 

20-5831435

 

 

 

 

 

Ville Platte Medical Center, LLC

 

Delaware

 

62-1868757

 

 

 

 

 

West Virginia Management Services Organization, Inc.

 

West Virginia

 

62-1630580

 

 

 

 

 

Western Plains Physician Practices, LLC

 

Delaware

 

20-8179824

 

 

 

 

 

Western Plains Regional Hospital, LLC

 

Delaware

 

62-1762592

 

16


 

Exact Name of Registrant 
as Specified in its Charter

 

State or Other 
Jurisdiction of
Incorporation or
Organization

 

I.R.S. Employer
Identification 
Number

 

 

 

 

 

Woodford Hospital, LLC

 

Delaware

 

52-2260534

 

 

 

 

 

Woods Memorial Hospital, LLC

 

Delaware

 

45-5368120

 

 

 

 

 

Wythe County Community Hospital, LLC

 

Delaware

 

20-2468795

 

 

 

 

 

Wythe County Physician Practices, LLC

 

Delaware

 

20-3230510

 

 

 

 

 

Zone, Incorporated

 

West Virginia

 

62-1698438

 

330 Seven Springs Way
Brentwood, Tennessee

 

37027

(Address of principal executive offices)

 

(Zip code)

 

 

Subordinated Debt Securities
and Guarantees of Subordinated Debt Securities
(Title of the indenture securities)

 

 

 

17

 

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).

 

18


 

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.

 

19


 

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 Chicago, and State of Illinois on the 25th day of February, 2015.

 

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

 

 

 

By:

/s/ R. Tarnas

 

Name:

R. Tarnas

 

Title:

Vice President

 

20

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 400, Los Angeles, CA 90071

 

At the close of business December 31, 2014, 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

 

 

 

 

 

2,244

 

Interest-bearing balances

 

 

 

 

 

283

 

Securities:

 

 

 

 

 

 

 

Held-to-maturity securities

 

 

 

 

 

0

 

Available-for-sale securities

 

 

 

 

 

681,797

 

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

 

 

Federal funds sold

 

 

 

 

 

181,700

 

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)

 

 

 

 

 

13,215

 

Other real estate owned

 

 

 

 

 

0

 

Investments in unconsolidated subsidiaries and associated companies 

 

 

 

 

 

0

 

Direct and indirect investments in real estate ventures 

 

 

 

 

 

0

 

Intangible assets:

 

 

 

 

 

 

 

Goodwill

 

 

 

 

 

856,313

 

Other intangible assets

 

 

 

 

 

103,947

 

Other assets

 

 

 

 

 

117,698

 

Total assets

 

 

 

 

 

$

1,957,197

 

 

1


 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

In domestic offices

 

 

 

 

 

502

 

Noninterest-bearing

 

 

 

502

 

 

 

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)

 

 

 

 

 

0

 

Not applicable

 

 

 

 

 

 

 

Not applicable

 

 

 

 

 

 

 

Subordinated notes and debentures

 

 

 

 

 

0

 

Other liabilities

 

 

 

 

 

257,630

 

Total liabilities

 

 

 

 

 

258,132

 

Not applicable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

 

 

 

 

0

 

Common stock

 

 

 

 

 

1,000

 

Surplus (exclude all surplus related to preferred stock)

 

 

 

 

 

1,122,182

 

Not available

 

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

575,618

 

Accumulated other comprehensive income

 

 

 

 

 

265

 

Other equity capital components

 

 

 

 

 

0

 

Not available

 

 

 

 

 

 

 

Total bank equity capital

 

 

 

 

 

1,699,065

 

Noncontrolling (minority) interests in consolidated subsidiaries

 

 

 

 

 

0

 

Total equity capital

 

 

 

 

 

1,699,065

 

Total liabilities and equity capital

 

 

 

 

 

1,957,197

 

 

I, Matthew J. McNulty, CFO 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.

 

Matthew J. McNulty

)

CFO

 

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.

 

Antonio I. Portuondo, President

)

 

William D. Lindelof, Director

)

Directors (Trustees)

Alphonse J. Briand, Director

)

 

 

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