Exhibit
4.2


 


EXECUTION COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT dated
December 16, 2004 (the “Agreement”) is entered into by and among Community
Health Systems, Inc., a Delaware corporation (the “Company”) and CHS/Community
Health Systems, Inc., a Delaware corporation (“CHS”) and J.P. Morgan Securities
Inc. (“JPMorgan”), Banc of America Securities LLC, Citigroup Global Markets
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs
& Co., Wachovia Capital Markets, LLC, KeyBanc Capital Markets, NatCity
Investments, Inc., Raymond James & Associates, Inc. and SunTrust Capital
Markets, Inc. (the “Initial Purchasers”).


 


The
Company, CHS and the Initial Purchasers are parties to the Purchase Agreement
dated December 9, 2004 (the “Purchase Agreement”), which provides for the
sale by the Company to the Initial Purchasers of $300,000,000 aggregate
principal amount of the Company’s 61⁄2% Senior Subordinated Notes due 2012 (the
“Securities”).  As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, the Company has agreed
to provide to the Initial Purchasers and their direct and indirect transferees
the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to
the closing under the Purchase Agreement.


 


In
consideration of the foregoing, the parties hereto agree as follows:


 


1.                                       Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Additional
Registration Date” shall have the meaning set forth in Section 2(d)
hereof.


 


“Business Day” shall mean any day that is not a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed.


 


“Closing
Time” shall mean the Closing Time as defined in the Purchase Agreement.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“CHS”
shall have the meaning set forth in the preamble and shall also include the CHS’s
successors.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.


 






















 


“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange Offer” shall mean the exchange
offer by the Company of Exchange Securities for Registrable Securities pursuant
to Section 2(a) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all
amendments and supplements to such registration statement, in each case
including the Prospectus contained therein, all exhibits thereto and any document
incorporated by reference therein.


 


“Exchange
Securities” shall mean senior subordinated notes issued by the Company under
the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with this Agreement) and
to be offered to Holders of Securities in exchange for Securities pursuant to
the Exchange Offer.


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture;
provided that for purposes of Sections 4 and 5 of this Agreement, the term
“Holders” shall include Participating Broker-Dealers.


 


“Indenture”
shall mean the Indenture relating to the Securities dated as of December 16, 2004 among the
Company and SunTrust Bank, as trustee, and as the same may be amended from time
to time in accordance with the terms thereof.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof.


 


“JPMorgan”
shall have the meaning set forth in the preamble.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of the outstanding Registrable Securities; provided that whenever the consent
or approval of Holders of a specified percentage of Registrable Securities is
required hereunder, any Registrable Securities owned directly or indirectly by
the Company or any of its affiliates shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Company shall issue
any additional Securities under the Indenture prior to consummation of the
Exchange Offer or, if applicable, the effectiveness of any Shelf Registration
Statement, such additional Securities and the Registrable Securities to which
this Agreement relates shall be treated together as one


 


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class for purposes of
determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.


 


“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.


 


“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by a Shelf Registration Statement, and by all other amendments and supplements
to such prospectus, and in each case including any document incorporated by reference
therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble.


 


“Registrable
Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities (i) when a Registration Statement with respect to
such Securities has been declared effective under the Securities Act and such
Securities have been exchanged or disposed of pursuant to such Registration
Statement, (ii) when such Securities are eligible to be sold pursuant to Rule
144(k) (or any similar provision then in force, but not Rule 144A) under the
Securities Act or (iii) when such Securities cease to be outstanding.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without limitation:
(i) all SEC, stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any Underwriters or Holders in connection
with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, any
underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and
compliance with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the Indenture under applicable
securities laws, (vi) the fees and disbursements reasonably incurred by the
Trustee and its counsel, (vii) the fees and disbursements of counsel for the
Company and, in the case of a Shelf Registration Statement, the fees and
disbursements reasonably incurred by one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also be counsel
for the Initial Purchasers) and (viii) the fees and disbursements of the
independent public accountants of the Company, including the expenses of any
special audits or “comfort” letters required by or


 


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incident to the
performance of and compliance with this Agreement, but excluding fees and
expenses of counsel to the Underwriters (other than fees and expenses set forth
in clause (ii) above) or the Holders and underwriting discounts and
commissions, brokerage commissions and transfer taxes, if any, relating to the
sale or disposition of Registrable Securities by a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company that covers any
of the Exchange Securities or Registrable Securities pursuant to the provisions
of this Agreement and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and any document
incorporated by reference therein.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(b)
hereof.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company that covers all or a portion of the Registrable Securities (but no
other securities unless approved by the Holders whose Registrable Securities
are to be covered by such Shelf Registration Statement) on an appropriate form
under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and any document incorporated
by reference therein.


 


“Staff”
shall mean the staff of the SEC.


 


“Target
Registration Date” shall have the meaning set forth in Section 2(d)
hereof.


 


“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.


 


“Trustee”
shall mean the trustee with respect to the Securities under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


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“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.


 


2.                                       Registration
Under the Securities Act.  (a)  To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company shall use
its reasonable best efforts to (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the
Registrable Securities for Exchange Securities and (ii) have such Registration
Statement remain effective until 180 days after the closing of the Exchange
Offer.  The Company shall commence the
Exchange Offer as soon as practicable after the Exchange Offer Registration
Statement is declared effective by the SEC and use its reasonable best efforts
to complete the Exchange Offer not later than 30 days after such effective
date.


 


The
Company shall commence the Exchange Offer by mailing the related Prospectus,
appropriate letters of transmittal and other accompanying documents to each
Holder stating, in addition to such other disclosures as are required by
applicable law, substantially the following:


 


(i)                                     that
the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;


 


(ii)                                  the
dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Dates”);


 


(iii)                               that any Registrable
Security not tendered will remain outstanding and continue to accrue interest
but will not retain any rights under this Agreement;


 


(iv)                              that
any Holder electing to have a Registrable Security exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in
the manner specified in the notice, prior to the close of business on the last
Exchange Date; and


 


(v)                                 that
any Holder will be entitled to withdraw its election, not later than the close
of business on the last Exchange Date, by sending to the institution and at the
address (located in the Borough of Manhattan, The City of New York) specified
in the notice, a telegram, telex, facsimile transmission or letter setting
forth the name of such Holder, the principal amount of Registrable Securities
delivered for exchange and a statement that such Holder is withdrawing its
election to have such Securities exchanged.


 


As a condition to
participating in the Exchange Offer, a Holder will be required to represent to
the Company that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the
commencement of


 


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the
Exchange Offer it has no arrangement or understanding with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Securities in violation of the provisions of the Securities Act,
(iii) it is not an “affiliate” (within the meaning of Rule 405 under the
Securities Act) of the Company and (iv) if such Holder is a broker-dealer that
will receive Exchange Securities for its own account in exchange for
Registrable Securities that were acquired as a result of market-making or other
trading activities, then such Holder will deliver a Prospectus in connection
with any resale of such Exchange Securities.


 


As
soon as practicable after the last Exchange Date, the Company shall:


 


(i)                                     accept
for exchange Registrable Securities or portions thereof validly tendered and
not properly withdrawn pursuant to the Exchange Offer; and


 


(ii)                                  deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and deliver to each
Holder, Exchange Securities equal in principal amount to the principal amount
of the Registrable Securities surrendered by such Holder.


 


The
Company shall use its reasonable best efforts to complete the Exchange Offer as
provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in
connection with the Exchange Offer.  The
Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable
interpretations of the Staff.


 


(b)                                 In
the event that (i) the Company determines that the Exchange Offer Registration
provided for in Section 2(a) above is not available or may not be
completed as soon as practicable after the last Exchange Date because it would
violate any applicable law or applicable interpretations of the Staff, (ii) the
Exchange Offer is not for any other reason completed by or on July 14,
2005 or (iii) upon receipt of a written request from an Initial Purchaser that
it holds Registrable Securities that are ineligible to be exchanged in the
Exchange Offer, the Company shall use its reasonable best efforts to cause to
be filed as soon as reasonably practicable after such determination, date or
request, as the case may be, a Shelf Registration Statement providing for the
sale of all the Registrable Securities by the Holders thereof and to have such
Shelf Registration Statement declared effective by the SEC.


 


In the
event that the Company is required to file a Shelf Registration Statement
pursuant to clause (iii) of the preceding sentence, the Company shall use its
reasonable best efforts to file and have declared effective by the SEC both an
Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of


 


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Registrable Securities
held by the Initial Purchasers after completion of the Exchange Offer.


 


The
Company agrees to use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the
period referred to in Rule 144(k) (or any similar rule then in force, but not
Rule 144A) under the Securities Act with respect to the Registrable Securities
or such shorter period that will terminate when all the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement (the “Shelf Effectiveness Period”).  The Company further agrees to supplement or
amend the Shelf Registration Statement and the related Prospectus if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement or by the Securities
Act or by any other rules and regulations thereunder for shelf registration or
if reasonably requested by a Holder of Registrable Securities with respect to
information relating to such Holder, and to use its reasonable best efforts to
cause any such amendment to become effective and such Shelf Registration
Statement and Prospectus to become usable as soon as thereafter
practicable.  The Company agrees to
furnish to the Holders of Registrable Securities copies of any such supplement
or amendment promptly after its being used or filed with the SEC.


 


(c)                                  The
Company shall pay all Registration Expenses in connection with any registration
pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting
discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement.


 


(d)                                 An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a
Shelf Registration Statement pursuant to Section 2(b) hereof will not be
deemed to have become effective unless it has been declared effective by the
SEC.


 


In the
event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required hereby, is not declared effective on or prior to
July 14, 2005 (the “Target Registration Date”), the interest rate on the
Registrable Securities will be increased by (i) 0.25% per annum for the first
90-day period immediately following the Target Registration Date and (ii) an
additional 0.25% per annum with respect to each subsequent 90-day period, in
each case until the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, is declared effective by the SEC or the Securities
become freely tradable under the Securities Act, up to a maximum of 1.00% per
annum of additional interest.


 


If a
Shelf Registration Statement is required to be filed due to an unsold allotment
of Registrable Securities held by an Initial Purchaser and the shelf
registration is not declared effective on the later of (x) 180 days after the
Closing Time and (y) 90 days after such Initial Purchaser informs the Company
of such unsold allotment (the 
“Additional Registration Date”), the interest rate on the Registrable
Securities will be increased by (i) 0.25% per annum for the first 90-day period
immediately following the


 


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Additional Registration
Date and (ii) an additional 0.25% per annum with respect to each subsequent
90-day period until the shelf registration is declared effective, up to a
maximum of 1.00% per annum of additional interest; provided, however, that in
the event of a Shelf Registration Statement due to an unsold allotment, holders
of Registrable Securities that are permitted to participate in the Exchange
Offer but fail to do so shall not be entitled to the foregoing increase in
interest rate, and the Initial Purchasers shall cooperate with the Company in
identifying the Securities not entitled to such increase in interest rate.


 


If the
Shelf Registration Statement, if required hereby, has been declared effective
and thereafter either ceases to be effective or the Prospectus contained
therein ceases to be usable at any time during the Shelf Effectiveness Period,
and such failure to remain effective or usable exists for more than 30 days
(whether or not consecutive) in any 12-month period, then the interest rate on
the Registrable Securities will be increased by (i) 0.25% per annum for the
first 90-day period commencing on the 31st day of such failure to remain
effective or usable in such 12-month period and (ii) an additional 0.25% per
annum with respect to each subsequent 90-day period, up to a maximum of 1.00%
per annum of additional interest, and ending on such date that the Shelf
Registration Statement has again been declared effective or the Prospectus
again becomes usable.


 


(e)                                  Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Company acknowledges that any failure by the Company to comply with its
obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
the Initial Purchasers or any Holder may obtain such relief as may be required
to specifically enforce the Company’s obligations under Section 2(a) and
Section 2(b) hereof.


 


3.                                       Registration
Procedures.  (a) In connection with
its obligations pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as possible:


 


(i)                                     prepare
and file with the SEC a Registration Statement on the appropriate form under
the Securities Act, which form (x) shall be selected by the Company, (y) shall,
in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (z) shall comply as to form
in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith; and
use its reasonable best efforts to cause such Registration Statement to become
effective and remain effective for the applicable period in accordance with
Section 2 hereof;


 


(ii)                                  prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof
and cause each Prospectus to be supplemented by any required prospectus
supplement and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities


 


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Act; and keep each
Prospectus current during the period described in Section 4(3) of and Rule
174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;


 


(iii)                               in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, to counsel for the Initial Purchasers, to counsel for such Holders
and to each Underwriter of an Underwritten Offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto, in order to
facilitate the sale or other disposition of the Registrable Securities
thereunder; and the Company consents to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of
the Holders of Registrable Securities and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the manner
described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;


 


(iv)                              use
its reasonable best efforts to register or qualify the Registrable Securities
under all applicable state securities or blue sky laws of such jurisdictions as
any Holder of Registrable Securities covered by a Registration Statement shall
reasonably request in writing by the time the applicable Registration Statement
is declared effective by the SEC; cooperate with such Holders in connection with
any filings required to be made with the National Association of Securities
Dealers, Inc.; and do any and all other acts and things that may be reasonably
necessary or advisable to enable each Holder to complete the disposition in
each such jurisdiction of the Registrable Securities owned by such Holder; provided
that the Company shall not be required to (1) qualify as a foreign corporation
or other entity or as a dealer in securities in any such jurisdiction where it
would not otherwise be required to so qualify, (2) file any general consent to
service of process in any such jurisdiction or (3) subject itself to taxation
in any such jurisdiction if it is not so subject;


 


(v)                                 in
the case of a Shelf Registration, notify each Holder of Registrable Securities,
counsel for such Holders and counsel for the Initial Purchasers promptly and,
if requested by any such Holder or counsel, confirm such advice in writing (1)
when a Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (2) of any request by
the SEC or any state securities authority for amendments and supplements to or
additional information relating to a Registration Statement and Prospectus
after the Registration Statement has become effective, (3) of the issuance by
the SEC or any state securities authority of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose, (4) if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered
thereby, the representations and warranties of the Company contained in any
underwriting agreement, securities sales agreement or other similar agreement,
if any, relating to an offering of such Registrable Securities cease to be true
and correct in all material respects or if the Company receives any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding


 


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for such purpose, (5) of
the happening of any event during the period a Shelf Registration Statement is
effective that makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or that requires the making
of any changes in such Registration Statement or Prospectus in order to make
the statements therein not misleading and (6) of any determination by the
Company that a post-effective amendment to a Registration Statement would be
appropriate;


 


(vi)                              use
its reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement at the earliest possible moment
and provide immediate notice to each Holder of the withdrawal of any such
order;


 


(vii)                           in the
case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and
any post-effective amendment thereto (without any documents incorporated
therein by reference or exhibits thereto, unless requested);


 


(viii)                        in the
case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends and enable such Registrable Securities to be issued in such
denominations and registered in such names (consistent with the provisions of
the Indenture) as such Holders may reasonably request at least one Business Day
prior to the closing of any sale of Registrable Securities;


 


(ix)                                in
the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(v)(5) hereof, use its reasonable best efforts to prepare
and file with the SEC a supplement or post-effective amendment to such Shelf
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company shall
notify the Holders of Registrable Securities to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event, and such
Holders hereby agree to suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or
omission;


 


(x)                                   a
reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or of any document that is to be incorporated by
reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Registrable Securities and their counsel) and make
such of the representatives of the Company as shall be reasonably requested by
the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities or their counsel)
available for discussion of such


 


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document, and the Company
shall not, at any time after initial filing of a Registration Statement, file
any Prospectus, any amendment of or supplement to a Registration Statement or a
Prospectus, or any document that is to be incorporated by reference into a
Registration Statement or a Prospectus, of which the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the Holders
of Registrable Securities and their counsel) shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) shall reasonably object (unless, in
the Company’s judgment based on the advice of outside nationally recognized
securities counsel, such filing is necessary to comply with the federal
securities laws);


 


(xi)                                obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the effective date of a Registration Statement;


 


(xii)                             cause
the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the
case may be; cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use its
reasonable best efforts to cause the Trustee to execute, all documents as may
be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;


 


(xiii)                          in the
case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Registrable Securities (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement,
any attorneys and accountants designated by the Holders of Registrable
Securities and any attorneys and accountants designated by such Underwriter, at
reasonable times and in a reasonable manner, all pertinent financial and other
records, documents and properties of the Company, and use its reasonable best
efforts to cause the respective officers, directors and employees of the
Company to supply all information reasonably requested by any such Inspector,
Underwriter, attorney or accountant in connection with a Shelf Registration
Statement; provided that if any such information is identified by
the Company as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary to protect the
confidentiality of such information to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Holder or Underwriter);


 


(xiv)                         in the
case of a Shelf Registration, use its reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar securities issued or guaranteed by the
Company are then listed if requested by the Majority Holders, to the extent
such Registrable Securities satisfy applicable listing requirements;


 


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(xv)                            if
reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be so included in such
filing; and


 


(xvi)                         in the
case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the
Holders of a majority in principal amount of the Registrable Securities being
sold) in order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in such
connection, (1) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company and its subsidiaries and the
Registration Statement, Prospectus and documents incorporated by reference or
deemed incorporated by reference, if any, in each case, in form, substance and
scope as are customarily made by issuers to underwriters in underwritten
offerings and confirm the same if and when requested, (2) use its reasonable
best efforts to obtain opinions of counsel to the Company (which counsel and
opinions, in form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed to each
selling Holder and Underwriter of Registrable Securities, covering the matters
customarily covered in opinions requested in underwritten offerings, (3) use
its reasonable best efforts to obtain “comfort” letters from the independent
certified public accountants of the Company (and, if necessary, any other
certified public accountant of any subsidiary of the Company, or of any
business acquired by the Company for which financial statements and financial
data are or are required to be included in the Registration Statement)
addressed to each selling Holder and Underwriter of Registrable Securities,
such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with underwritten
offerings and (4) use its reasonable best efforts to deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold or the Underwriters,
and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company made
pursuant to clause (1) above and to evidence compliance with any customary
conditions contained in an underwriting agreement.


 


(b)                                 In
the case of a Shelf Registration Statement, the Company may require each Holder
of Registrable Securities to furnish to the Company such information regarding
such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Company may from time to time reasonably request in writing.


 


(c)                                  In
the case of a Shelf Registration Statement, each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(a)(v)(3) or
3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf


 


12






















 


Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by
the Company, such Holder will deliver to the Company all copies in its possession,
other than permanent file copies then in such Holder’s possession, of the
Prospectus covering such Registrable Securities that is current at the time of
receipt of such notice.


 


(d)                                 If
the Company shall give any notice pursuant to Section 3(c) hereof to suspend
the disposition of Registrable Securities pursuant to a Shelf Registration
Statement, the Company shall extend the period during which such Shelf
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders of such
Registrable Securities shall have received copies of the supplemented or
amended Prospectus necessary to resume such dispositions. The Company may give
any such notice only twice during any 365-day period and any such suspensions
shall not exceed 30 days for each suspension and there shall not be more than
two suspensions in effect during any 365-day period.


 


(e)                                  The
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering.  In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each
an “Underwriter”) that will administer the offering will be selected by the
Holders of a majority in principal amount of the Registrable Securities
included in such offering.


 


4.                                       Participation
of Broker-Dealers in Exchange Offer. 
(a)  The Staff has taken the position
that any broker-dealer that receives Exchange Securities for its own account in
the Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a
“Participating Broker-Dealer”) may be deemed to be an “underwriter” within the
meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Securities.


 


The
Company understands that it is the Staff’s position that if the Prospectus
contained in the Exchange Offer Registration Statement includes a plan of
distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Securities, without naming
the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the
Securities Act in connection with resales of Exchange Securities for their own
accounts, so long as the Prospectus otherwise meets the requirements of the
Securities Act.


 


(b)                                 In
light of the above, and notwithstanding the other provisions of this Agreement,
the Company agrees to amend or supplement the Prospectus contained in the
Exchange Offer Registration Statement for a period of up to 180 days after the
last Exchange Date (as such period may be extended pursuant to
Section 3(d) of this


 


13






















 


Agreement), if requested
by the Initial Purchasers or by one or more Participating Broker-Dealers, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that any Participating Broker-Dealer shall
further notify the Company when the disposition of any Exchange Securities by
such Participating Broker-Dealer has been completed.  The Company further agrees that Participating Broker-Dealers
shall be authorized to deliver such Prospectus during such period in connection
with the resales contemplated by this Section 4.


 


(c)                                  The
Initial Purchasers shall have no liability to the Company or any Holder with
respect to any request that they may make pursuant to Section 4(b) above.


 


5.                                       Indemnification
and Contribution.  (a)  The Company and CHS, jointly and severally,
agree to indemnify and hold harmless each Initial Purchaser and each Holder,
their respective affiliates, directors and officers and each Person, if any,
who controls any Initial Purchaser or any Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages and liabilities
(including, without limitation, legal fees and other expenses reasonably
incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), that arise out of, or are
based upon, any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or any Prospectus or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages or liabilities arise out of, or are based upon,
any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with any information relating to any Initial
Purchaser or information relating to any Holder furnished to the Company in
writing through JPMorgan or any selling Holder expressly for use therein.  In connection with any Underwritten Offering
permitted by Section 3, the Company and CHS, jointly and severally, will
also indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their
respective affiliates and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested
in connection with any Registration Statement. 
Notwithstanding the foregoing with respect to any untrue statement in or
omission from any related preliminary Prospectus, the indemnity agreement
contained in this Section 5 shall not apply to any loss, liability, claim,
damage or expense to the extent resulting from the fact that a court of
competent jurisdiction shall have made a final, non-appealable determination
that (1) the untrue statement or omission was corrected in the final
Prospectus, (2) that at a time sufficiently prior to the written confirmation
of the sale of Securities or Exchange Securities, the Company furnished copies
of the final Prospectus  in sufficient
quantities to such Holder, (3) that such Holder failed to send or give a copy
of the final Prospectus to the person asserting such loss, liability, claim,
damage or expense prior to the written confirmation or the sale of such
Securities or Exchange Securities to such person by such Holder to the extent
such Holder is required to send or give a copy of the final Prospectus to the
person asserting such loss, liability, 


 


14






















 


claim, damage or expense
by applicable law and (4) that the sending of the final Prospectus to the
person asserting such loss, liability, claim, damage or expense would have
constituted a defense to the claim asserted by such person or persons.


 


(b)                                 Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, CHS, the Initial Purchasers and the other selling Holders, their respective
affiliates, the directors of the Company or CHS, each officer of the Company
who signed the Registration Statement and each Person, if any, who controls the
Company, any Initial Purchaser and any other selling Holder within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act
to the same extent as the indemnity set forth in paragraph (a) above, but only
with respect to any losses, claims, damages or liabilities that arise out of,
or are based upon, any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with any information
relating to such Holder furnished to the Company in writing by such Holder
expressly for use in any Registration Statement and any Prospectus.


 


(c)                                  If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnification may be sought pursuant to either paragraph
(a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify
the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially
prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to
an Indemnified Person otherwise than under this Section 5.  If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this
Section 5 that the Indemnifying Person may designate in such proceeding
and shall pay the fees and expenses of such counsel reasonably incurred related
to such proceeding, as incurred.  In any
such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include
both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. 
It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the fees and expenses of more than one separate


 


15






















 


firm (in addition to any
local counsel) for all Indemnified Persons, and that all such fees and expenses
shall be reimbursed as they are incurred. 
Any such separate firm (x) for any Initial Purchaser, its affiliates,
directors and officers and any control Persons of such Initial Purchaser shall
be designated in writing by JPMorgan, (y) for any Holder, its directors and
officers and any control Persons of such Holder shall be designated in writing
by the Majority Holders and (z) in all other cases shall be designated in
writing by the Company.  The
Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. 
Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified Person in accordance with such request prior to the date of such
settlement.  No Indemnifying Person
shall, without the written consent of the Indemnified Person, effect any
settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnification could have
been sought hereunder by such Indemnified Person, unless such settlement (A)
includes an unconditional release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all
liability on claims that are the subject matter of such proceeding and (B) does
not include any statement as to or any admission of fault, culpability or a
failure to act by or on behalf of any Indemnified Person.


 


(d)                                 If
the indemnification provided for in paragraphs (a) and (b) above is unavailable
to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
shall contribute to the amount paid or payable by such Indemnified Person as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company from
the offering of the Securities and the Exchange Securities, on the one hand,
and by the Holders from receiving Securities or Exchange Securities registered
under the Securities Act, on the other hand, or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company on the one hand and the Holders on
the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations.  The relative fault of
the Company on the one hand and the Holders on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the Holders
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 


16






















 


(e)                                  The
Company, CHS and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 5 were determined by pro  rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result
of the losses, claims, damages and liabilities referred to in paragraph (d)
above shall be deemed to include, subject to the limitations set forth above,
any legal or other expenses reasonably incurred by such Indemnified Person in
connection with any such action or claim. 
Notwithstanding the provisions of this Section 5, in no event shall
a Holder be required to contribute any amount in excess of the amount by which
the total price at which the Securities or Exchange Securities sold by such
Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.  No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who
was not guilty of such fraudulent misrepresentation.


 


(f)                                    The
remedies provided for in this Section 5 are not exclusive and shall not
limit any rights or remedies that may otherwise be available to any Indemnified
Person at law or in equity.


 


(g)                                 The
indemnity and contribution provisions contained in this Section 5 shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of the Initial
Purchasers or any Holder or any Person controlling any Initial Purchaser or any
Holder, or by or on behalf of the Company, CHS or the officers or directors of
or any Person controlling the Company, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement.


 


6.                                       General.


 


(a)                                  No
Inconsistent Agreements.   The Company represents, warrants and agrees
that (i) the rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of any
other outstanding securities issued or guaranteed by the Company under any
other agreement and (ii) the Company has not entered into, or on or after the
date of this Agreement will enter into, any agreement that is inconsistent with
the rights granted to the Holders of Registrable Securities in this Agreement
or otherwise conflicts with the provisions hereof.


 


(b)                                 Amendments
and Waivers.   The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at
least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
consent; provided that no amendment, modification, supplement, waiver or
consent to any departure from the provisions of Section 5 hereof


 


17






















 


shall be effective as
against any Holder of Registrable Securities unless consented to in writing by
such Holder.  Any amendments,
modifications, supplements, waivers or consents pursuant to this
Section 6(b) shall be by a writing executed by each of the parties hereto.


 


(c)                                  Notices.  All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given by
such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect
to the Initial Purchasers, the address set forth in the Purchase Agreement;
(ii) if to the Company, initially at the Company’s address set forth in the
Purchase Agreement and thereafter at such other address, notice of which is
given in accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c). 
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.  Copies of all such
notices, demands or other communications shall be concurrently delivered by the
Person giving the same to the Trustee, at the address specified in the
Indenture.


 


(d)                                 Successors
and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties,
including, without limitation and without the need for an express assignment,
subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall
acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms
of this Agreement, and by taking and holding such Registrable Securities such
Person shall be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement and such Person shall
be entitled to receive the benefits hereof. 
The Initial Purchasers (in their capacity as Initial Purchasers) shall
have no liability or obligation to the Company with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations
of such Holder under this Agreement.


 


(e)                                  Third Party
Beneficiaries.  Each Holder
shall be a third party beneficiary to the agreements made hereunder between the
Company, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.


 


18






















 


(f)                                    Counterparts.
This Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(g)                                 Headings.  The headings in this Agreement
are for convenience of reference only, are not a part of this Agreement and
shall not limit or otherwise affect the meaning hereof.


 


(h)                                 Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


(j)                                     Miscellaneous.  This
Agreement contains the entire agreement between the parties relating to the
subject matter hereof and supersedes all oral statements and prior writings
with respect thereto.  If any term,
provision, covenant or restriction contained in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable or against
public policy, the remainder of the terms, provisions, covenants and
restrictions contained herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.  The Company and the Initial Purchasers shall endeavor in good
faith negotiations to replace the invalid, void or unenforceable provisions
with valid provisions the economic effect of which comes as close as
possible to that of the invalid, void or unenforceable provisions.


 


19






















 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


 


	
   

  	
  COMMUNITY HEALTH
  SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Larry
  Cash

  
	
   

  	
  Name: W. Larry
  Cash

  
	
   

  	
  Title: Executive
  Vice President, Chief Financial

  
	
   

  	
    Officer and
  Director

  
	
   

  	
   

  
	
   

  	
  CHS/COMMUNITY
  HEALTH SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. Larry
  Cash

  
	
   

  	
  Name: W. Larry
  Cash

  
	
   

  	
  Title: Executive
  Vice President, Chief Financial

  
	
   

  	
    Officer and
  Director

  



 


20






















 


	
  Confirmed and
  accepted as of the date first above written:

  
	
   

  
	
  J.P. MORGAN
  SECURITIES INC.

  
	
   

  
	
  For itself and
  on behalf of the

  
	
   several Initial Purchasers

  
	
   

  
	
   

  
	
  By

  	
  /s/ Andrew T.
  Brode

  	
   

  
	
   

  	
  Name: Andrew T.
  Brode

  	
   

  
	
   

  	
  Title: Vice
  President

  	
   

  



 


21