exv4w2






Exhibit
4.2


 


REGISTRATION RIGHTS AGREEMENT




Dated as of September 23, 2010

by and among



LIFEPOINT HOSPITALS, INC.

THE GUARANTORS LISTED ON SCHEDULE I HERETO



and



BARCLAYS CAPITAL INC.



 

 









 





          This Registration Rights Agreement (this “Agreement”) is made and entered into as of September
23, 2010, by and among LifePoint Hospitals, Inc., a Delaware corporation (the “Company”), the
guarantors listed on Schedule I hereto (the “Guarantors”) and Barclays Capital Inc., as
representative (the “Representative”) of the several initial purchasers named in Schedule I
attached to the Purchase Agreement (as defined below (each such initial purchaser, an “Initial
Purchaser” and, together, the “Initial Purchasers”), each of whom has agreed to purchase the
Company’s 6.625% Senior Notes due 2020 (the “Notes”), which will be guaranteed on an unsecured
basis by each of the Guarantors (the “Guarantees” and together with the Notes, the “Initial Notes”)
pursuant to the Purchase Agreement (as defined below).




          This Agreement is made pursuant to the Purchase Agreement, dated September 20, 2010 (the
“Purchase Agreement”), by and among the Company, the Guarantors and the Representative. In order
to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have
agreed to provide the registration rights set forth in this Agreement. The execution and delivery
of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section
7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Indenture, dated as of September 23, 2010, among the Company,
the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the
Initial Notes and the Exchange Notes (the “Indenture”).




          The parties hereby agree as follows:




SECTION 1. DEFINITIONS




          As used in this Agreement, the following capitalized terms shall have the following meanings:




          Act: The Securities Act of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.




          Affiliate: As defined in Rule 144 of the Act.




          Broker-Dealer: Any broker or dealer registered under the Exchange Act.




          Business Day: Any day other than 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.




          Closing Date: The date hereof.




          Commission: The Securities and Exchange Commission.




          Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement
upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer
Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of
the Exchange Offer open for a period not less than the period required pursuant to






 









 







Section 3(b) hereof, and (c) the delivery by the Company to the Registrar under the Indenture
of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of
Initial Notes tendered by Holders thereof pursuant to the Exchange Offer.




          Consummation Deadline: As defined in Section 3(b) hereof.




          Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.




          Exchange Notes: The Company’s 6.625% Senior Notes due 2020 along with related Guarantees to
be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4
hereof.




          Exchange Offer: The exchange and issuance by the Company of a principal amount of Exchange
Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to
the outstanding principal amount of Initial Notes that are validly tendered and not withdrawn by
such Holders in connection with such exchange and issuance.




          Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.




          Free Writing Prospectus: Each offer to sell or solicitation of an offer to buy the Initial
Notes or the Exchange Notes that would constitute a “free writing prospectus” as defined in Rule
405 under the Securities Act, prepared by or on behalf of the Company or used or referred to by the
Company in connection with the sale of the Initial Notes or the Exchange Notes.




          Holders: As defined in Section 2 hereof.




          Interest Payment Date: As defined in the Initial Notes and Exchange Notes.




          Prospectus: The prospectus included in a Registration Statement at the time such Registration
Statement is declared effective, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.




          Recommencement Date: As defined in Section 6(d) hereof.




          Registration Default: As defined in Section 5 hereof.




          Registration Statement: Any registration statement of the Company and the Guarantors relating
to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for
resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each
case, (i) that is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus
included therein, and (iii) including all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by reference therein.




          Rule 144: Rule 144 promulgated under the Act.







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          Shelf Registration Statement: As defined in Section 4 hereof.




          Special Interest: As defined is Section 5 hereof.




          Suspension Notice: As defined in Section 6(d) hereof.




          Suspension Rights: As defined in Section 6(c)(i) hereof.




          TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the
date of the Indenture.




          Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a) the date
on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a
Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof
without complying with the prospectus delivery requirements of the Act, (b) following the exchange
by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which
such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the
date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement,
(c) the date on which such Initial Note has been effectively registered under the Act and disposed
of in accordance with the Shelf Registration Statement (and the purchasers thereof have been issued
Exchange Notes), or (d) the date on which such Initial Note is distributed to the public pursuant
to Rule 144.




SECTION 2. HOLDERS




          A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted Securities.




SECTION 3. REGISTERED EXCHANGE OFFER




          (a) The Company and the Guarantors shall (i) use their commercially reasonable efforts to file
with the Commission the Exchange Offer Registration Statement on an appropriate form and cause such
Exchange Offer Registration Statement to become effective, (ii) in connection with the foregoing,
(A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a post-effective
amendment to such Exchange Offer Registration Statement, and (C) cause all necessary filings, if
any, in connection with the registration and qualification of the Exchange Notes to be made under
the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange
Offer, and (iii) unless the Exchange Offer shall not be permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a)(i) below have been complied with), upon the
effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting (i) registration of the
Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted
Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of
market-making activities or other trading activities (other than Initial Notes acquired directly
from the Company or any of its Affiliates) as contemplated by Section 3(c) below.







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          (b) The Company and the Guarantors shall use all commercially reasonable efforts to cause the
Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange
Offer open for a period of not less than the minimum period required under applicable federal and
state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange
Offer to comply with all applicable federal and state securities laws. No securities other than
the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and
the Guarantors shall use all commercially reasonable efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than the 360th day following the Closing Date (or if such
360th day is not a Business Day, the next succeeding Business Day (such 360th day, or such later
date required by the federal securities laws, being the “Consummation Deadline”)).




          (c) The Company shall include a “Plan of Distribution” section in the Prospectus contained in
the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Initial Notes acquired directly
from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities
pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other
information with respect to such sales by such Broker-Dealers that the Commission may require in
order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any
such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such
Broker-Dealer, except to the extent required by the Commission as a result of a change in policy,
rules or regulations after the date of this Agreement. See the Shearman & Sterling
no-action letter (available July 2, 1993).




          Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act
and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with
its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the
Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer
Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To
the extent necessary to ensure that the Prospectus contained in the Exchange Offer Registration
Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the
Guarantors agree to use all commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required by and subject to
the provisions of Sections 6(a) and (c) hereof and in conformity with the requirements of this
Agreement, the Act and the policies, rules and regulations of the Commission as announced from time
to time, for a period of 90 days from the Consummation Deadline or such shorter period as will
terminate when all Transfer Restricted Securities covered by such Registration Statement have been
sold pursuant thereto. The Company and the Guarantors shall provide sufficient copies of the
latest version of such Prospectus to such Broker-Dealers, promptly upon request, and in no event
later than two Business Days after such request, at any time during such period.







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SECTION 4. SHELF REGISTRATION




          (a) Shelf Registration. If (i) the Company and the Guarantors are not permitted to
Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the Company and the Guarantors have complied with the procedures set forth
in Section 6(a)(i) below), (ii) the Exchange Offer is not Consummated on or prior to the
Consummation Deadline or (iii) any Holder notifies the Company prior to the 20th Business Day
following Consummation of the Exchange Offer that (A) such Holder is prohibited by law or
Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus
and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or any of its Affiliates, then the Company and the
Guarantors, subject to the Suspension Rights set forth in Section 6(c)(i) below, shall:




     (x) use all commercially reasonable efforts after the earlier of (i) the date as of which the
Company determines that the Exchange Offer Registration Statement will not be or cannot be
Consummated, as the case may be and (ii) the date on which the Company receives the notice
specified in clause (a)(iii) above (the “Shelf Filing Deadline”), to file a shelf registration
statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer
Registration Statement (the “Shelf Registration Statement”)), covering the resale of all Transfer
Restricted Securities, and



     (y) use all commercially reasonable efforts to cause such Shelf Registration Statement to
become effective on the earliest practicable date after the Shelf Filing Deadline for the Shelf
Registration Statement, but in no event later than the 90th day after the Shelf Filing Deadline for
the Shelf Registration Statement (such 90th day the “Shelf Effectiveness Deadline”).



          If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required
to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not
permitted under applicable federal law (i.e., clause (a)(i)(B) above), then the filing of the
Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x)
above; provided that, in such event, the Company and the Guarantors shall remain obligated to meet
the Shelf Effectiveness Deadline set forth in clause (y).




          To the extent necessary to ensure that the Shelf Registration Statement is available for sales
of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section
4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company and the Guarantors shall use all commercially reasonable efforts to keep any
Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented,
amended and current as required by and subject to the provisions of Sections 6(b) and 6(c) hereof
and in conformity with the requirements of this Agreement, the Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at least one year
from the effective date of the Shelf Registration Statement (as extended pursuant to Section
6(c)(i) or 6(d)), or such shorter period as will terminate when all Transfer






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Restricted Securities covered by such Shelf Registration Statement have been sold pursuant
thereto or are no longer Transfer Restricted Securities.




          (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Company in writing, within 15 days after receipt of a request therefor, the information specified
in Item 507 or 508 of Regulation S-K, as applicable, of the Act, or other information reasonably
requested by the Company and required by Regulation S-K of the Act, for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder
shall be entitled to Special Interest pursuant to Section 5 hereof unless and until (and from and
after such time) such Holder shall have provided all such information. Each selling Holder agrees
to promptly furnish additional information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially misleading and shall
promptly supply such other information as the Company may from time to time reasonably request.




SECTION 5. SPECIAL INTEREST




          Subject to the Suspension Rights referred to in Section 6(c)(i) below, if (i) the Exchange
Offer has not been Consummated by the Consummation Deadline, (ii) any Shelf Registration Statement
has not been filed with the Commission by the applicable Shelf Filing Deadline, (iii) any such
Shelf Registration Statement has not been declared effective by the Commission on or prior to the
Shelf Effectiveness Deadline, or (iv) any Registration Statement required by this Agreement is
filed and declared effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose (each such event referred to in clauses (i) through (iv), a “Registration
Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each
Holder affected thereby special interest (“Special Interest”) in an amount equal to 0.25% per annum
of the principal amount of Transfer Restricted Securities held by such Holder for the first 90-day
period immediately following the occurrence of such Registration Default. The amount of the
Special Interest shall increase by an additional 0.25% per annum of the principal amount of
Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of Special Interest of 1.00% per annum of the
principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors
shall in no event be required to pay Special Interest for more than one Registration Default at any
given time. Notwithstanding anything to the contrary set forth herein, upon the earlier of (i) the
cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii)
the date the particular Initial Notes are no longer Transfer Restricted Securities, the Special
Interest payable with respect to the Transfer Restricted Securities as a result of such clause (i),
(ii), (iii), or (iv), as applicable, shall cease.




          All accrued Special Interest shall be paid by the Company and the Guarantors (or the Company
and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders
entitled thereto, in the manner provided for the payment of interest in the Indenture, on each
Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange
Notes. Notwithstanding the fact that any securities for which Special Interest are due cease to be
Transfer Restricted Securities, all obligations of the Company and the






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Guarantors to pay Special Interest with respect to securities that accrued prior to the time
that such securities ceased to be Transfer Restricted Securities shall survive until such time as
such obligations with respect to such securities shall have been satisfied in full.




SECTION 6. REGISTRATION PROCEDURES




          (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Guarantors shall (x) comply with all applicable provisions of Section 6(c) below,
(y) use all commercially reasonable efforts to effect such exchange and to permit the resale of
Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such
Broker-Dealer acquired for its own account as a result of its market-making activities or other
trading activities (other than Initial Notes acquired directly from the Company or any of its
Affiliates) being sold in accordance with the intended method or methods of distribution thereof,
and (z) comply with all of the following provisions:





          (i) If, following the date hereof there has been announced a change in Commission
policy with respect to exchange offers such as the Exchange Offer, that in the reasonable
opinion of counsel to the Company raises a substantial question as to whether the Exchange
Offer is permitted by applicable federal law, the Company and the Guarantors hereby agree
either to (x) seek a no-action letter or other favorable decision from the Commission
allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer
Restricted Securities, or (y) file, in accordance with Section 4(a) hereof, a Shelf
Registration Statement to permit the registration and/or resale of the Transfer Restricted
Securities that would otherwise be covered by the Exchange Offer Registration Statement but
for the announcement of a change in Commission policy. In the case of clause (x) above, the
Company and the Guarantors hereby agree to pursue the issuance of such a decision to the
Commission staff level but shall not be required to take action not commercially reasonable
to affect a change of Commission policy. In connection with the foregoing, the Company and
the Guarantors hereby agree to take all such other actions as may be requested by the
Commission or otherwise required in connection with the issuance of such decision, including
without limitation (A) participating in telephonic conferences with the Commission, (B)
delivering to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that such an Exchange
Offer should be permitted, and (C) diligently pursuing a resolution (which need not be
favorable) by the Commission staff.




          (ii) As a condition to its participation in the Exchange Offer, each Holder (including,
without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of
the Company, prior to the Consummation of the Exchange Offer, a written representation to
the Company and the Guarantors (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not
an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and
has no arrangement or understanding with any person to participate in, a distribution of the
Exchange Notes to be issued in the Exchange Offer, (C) it is acquiring the Exchange Notes in
its ordinary course of business, and (D) only if such Holder is a Broker-Dealer that will
receive Exchange Notes in exchange for Initial Notes



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that such Broker-Dealer acquired for its own private account as a result of market
making or other trading activities, it will deliver a Prospectus, as required by law, in
connection with any sale of such Exchange Notes. As a condition to its participation in the
Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the
Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes
obtained by such Holder in exchange for Initial Notes acquired directly from the Company or
an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of
this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and
Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation
(available May 13, 1988), as interpreted in the Commission’s letter to Shearman &
Sterling dated July 2, 1993, and similar no-action letters (including, if applicable,
any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the
registration and prospectus delivery requirements of the Act in connection with a secondary
resale transaction and that such a secondary resale transaction must be covered by an
effective registration statement containing the selling security holder information required
by Item 507 or 508, as applicable, of Regulation S-K.




          (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company
and the Guarantors shall provide a supplemental letter to the Commission (A) stating that
the Company and the Guarantors are registering the Exchange Offer in reliance on the
position of the Commission enunciated in Exxon Capital Holdings Corporation
(available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993,
and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B)
including a representation that the Company and Guarantor have not entered into any
arrangement or understanding with any Person to distribute the Exchange Notes to be received
in the Exchange Offer and that, to the best of the Company’s and each Guarantor’s
information and belief, each Holder participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Notes received in the
Exchange Offer, and (C) any other undertaking or representation required by the Commission
as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.



          (b) Shelf Registration Statement. In connection with the Shelf Registration Statement,
the Company and the Guarantors shall:





          (i) comply with all the provisions of Section 6(c) below and use all commercially
reasonable efforts to effect such registration to permit the sale of the Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution
thereof (as indicated in the information furnished to the Company pursuant to Section 4(b)
hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the
Commission a Registration Statement relating to the registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer Restricted
Securities in accordance with the intended method or



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methods of distribution thereof within the time periods and otherwise in accordance
with the provisions hereof, and




          (ii) issue to any Holder or purchaser of Initial Notes covered by any Shelf
Registration Statement contemplated by this Agreement, upon the request of any such Holder
or purchaser, registered Initial Notes having an aggregate principal amount equal to the
aggregate principal amount of Initial Notes in the names as such Holder or purchaser shall
designate.



          (c) General Provisions. In connection with any Registration Statement and any related
Prospectus required by this Agreement, the Company and the Guarantors shall:





          (i) use all commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any
event that would cause any such Registration Statement or the Prospectus contained therein
(A) to contain an untrue statement of material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading, or
(B) not to be effective and usable for resale of Transfer Restricted Securities during the
period required by this Agreement, the Company and the Guarantors shall file promptly an
appropriate amendment to such Registration Statement curing such defect, and, if Commission
review is required, use all commercially reasonable efforts to cause such amendment to be
declared effective as soon as practicable. Notwithstanding the foregoing, the Company and
the Guarantors may allow the Exchange Offer Registration Statement, at any time after
Consummation of the Exchange Offer (if otherwise required to keep it effective), or the
Shelf Registration Statement and the related Prospectus to cease to remain effective and
usable or may delay the filing or the effectiveness of the Shelf Registration Statement if
not then filed or effective, as applicable (“Suspension Rights”), for one or more periods of
90 days in aggregate in any twelve month period if (x) in its reasonable discretion, the
board of directors of the Company (or a duly-appointed committee of the board of directors
having power over the subject matter) determines that it is appropriate for the Company not
to disclose the existence of or facts surrounding any proposed or pending corporate
development, and the Company mails notification to the Holders within five Business Days
after the board of directors makes such determination (specifying the availability of
Suspension Rights without specifying the reason therefor), or (y), in the reasonable
judgment of the Company, the Prospectus contained in the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, contains an untrue
statement of the material fact or omits to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made, not
misleading; provided that the 90-day period referred to in Section 3(c) during which the
Exchange Offer Registration Statement is required to be effective and usable or the one-year
period referred to in Section 4(a) hereof during which the Shelf Registration Statement is
required to be effective and usable shall be extended by the number of days during which
such Registration Statement was not effective or usable pursuant to the foregoing provisions
(which such extension shall be the Holders’ sole remedy for the exercise by the Company of
the Suspension Rights during the time period permitted




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hereunder, but only to the extent that any suspension period does not violate the
90-day period set forth above).




          (ii) subject to the Suspension Rights set forth in Section 6(c)(i) above, prepare and
file with the Commission such amendments and post-effective amendments to the applicable
Registration Statement as may be necessary to keep such Registration Statement effective for
the applicable period set forth in Section 3 or 4 hereof, as the case may be; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A,
and 462, as applicable, under the Act in a timely manner; and comply with the provisions of
the Act with respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method or methods of
distribution by the sellers thereof set forth in such Registration Statement or supplement
to the Prospectus;




          (iii) advise (a) each Holder whose Transfer Restricted Securities have been included in
a Shelf Registration Statement (in the case of a Shelf Registration Statement), and (b) each
Holder who has provided notice to the Company promptly and, if requested by such Holder,
confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any applicable Registration
Statement or any post-effective amendment thereto, when the same has become effective, (B)
of any request by the Commission for amendments to the Registration Statement or amendments
or supplements to the Prospectus or for additional information relating thereto, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement under the Act or of the suspension by any state securities commission
of the qualification of the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D)
of the happening of any event that requires the Company to make changes in the Registration
Statement or the Prospectus in order that the Registration Statement or the Prospectus, any
amendment or supplement thereto or any document incorporated by reference therein do not
contain an untrue statement of material fact nor omit to state a material fact required to
be stated therein or necessary to make the statements therein (in the case of the
Prospectus, in light of the circumstances under which they were made) not misleading, which
notice may, at the discretion of the Company, state that it constitutes the exercise of
Suspension Rights under the provisions of Section 6(c). If at any time the Commission shall
issue any stop order suspending the effectiveness of the Registration Statement, or any
state securities commission or other regulatory authority shall issue an order suspending
the qualification or exemption from qualification of the Transfer Restricted Securities
under state securities or Blue Sky laws, the Company and the Guarantors shall use all
commercially reasonable efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;




          (iv) subject to the Suspension Rights, if any fact or event contemplated by Section
6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as



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thereafter delivered to the purchasers of Transfer Restricted Securities, the
Prospectus will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;




          (v) furnish to each Holder whose Transfer Restricted Securities have been included in a
Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection
with such exchange, registration or sale, if any, before filing with the Commission, copies
of any Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such Registration Statement), which
documents will be subject to the reasonable review and comment of such Holders in connection
with such sale, if any, for a period of at least three Business Days, and the Company will
not file any such Registration Statement or Prospectus or any amendment or supplement to any
such Registration Statement or Prospectus (including all such documents incorporated by
reference) to which such Holders shall reasonably object within three Business Days after
the receipt thereof; provided that any Holder receiving such information shall agree to be
bound by reasonable and customary confidentiality agreements and procedures with respect
thereto. A Holder shall be deemed to have reasonably objected to such filing if such
Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to
be filed, contains an untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein not misleading or fails to comply with the
applicable requirements of the Act;




          (vi) [Reserved];




          (vii) make available, at a location where they are normally maintained and during
normal business hours, for inspection by each Holder whose Transfer Restricted Securities
have been included in a Shelf Registration Statement (in the case of a Shelf Registration
Statement) and any attorney or accountant retained by such Holders, all financial and other
records, pertinent corporate documents of the Company and the Guarantors reasonably
requested and use its commercially reasonable efforts to cause the Company’s and the
Guarantors’ officers, directors and employees to supply all information reasonably requested
by any such Holder, attorney or accountant in connection with such Registration Statement or
any post-effective amendment thereto subsequent to the filing thereof and prior to its
effectiveness; provided that any Holder or representative thereof requesting or receiving
such information shall agree to be bound by reasonable and customary confidentiality
agreements and procedures with respect thereto; provided, however, that the foregoing
inspection and information gathering shall be coordinated (i) on behalf of the Initial
Purchaser through the Representative and (ii) on behalf of any other parties by one counsel
designated by and on behalf of such other parties as described in Section 7 hereof;




          (viii) if requested by any Holders whose Transfer Restricted Securities have been
included in a Shelf Registration Statement (in the case of a Shelf Registration Statement)
in connection with such exchange, registration or sale, promptly include in



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any Registration Statement or Prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such Holders may reasonably request to have
included therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities and the use of the Registration
Statement or Prospectus for market making activities; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after the Company
is notified of the matters to be included in such Prospectus supplement or post-effective
amendment;




          (ix) furnish to each Holder whose Transfer Restricted Securities have been included in
a Shelf Registration Statement (in the case of a Shelf Registration Statement) in connection
with such exchange, registration or sale, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each amendment thereto,
including all documents incorporated by reference therein and all exhibits (including
exhibits incorporated therein by reference);




          (x) deliver to each Holder whose Transfer Restricted Securities have been included in a
Shelf Registration Statement (in the case of a Shelf Registration Statement) without charge,
as many copies of the Prospectus (including each preliminary prospectus) and any amendment
or supplement thereto as such Holders reasonably may request; the Company and the Guarantors
hereby consent to the use (in accordance with law and subject to Section 6(d) hereof and any
Suspension Rights) of the Prospectus and any amendment or supplement thereto by each selling
Holder in connection with the offering and the sale of the Transfer Restricted Securities
covered by the Prospectus or any amendment or supplement thereto;




          (xi) enter into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection therewith in
order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any Registration Statement contemplated by this Agreement, all to such extent as
may be customarily and reasonably requested by the Initial Purchasers or, in the case of
registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration
Statement, by any Holder or Holders of Transfer Restricted Securities who hold at least 50%
in aggregate principal amount of such class of Transfer Restricted Securities; provided,
that, the Company and the Guarantors shall not be required to enter into any such agreement
more than once with respect to all of the Transfer Restricted Securities and, in the case of
a Shelf Registration Statement, may delay entering into such agreement if, in its reasonable
discretion, the Board of Directors of the Company determines it is appropriate for the
Company and the Guarantors not to disclose the existence of or facts surrounding any
proposed or pending development. In such connection, the Company and the Guarantors shall:





          (A) upon the request of any Holder, furnish (or in the case of paragraphs (2)
and (3), use its commercially reasonable efforts to cause to be furnished) to each
such Holder (in the case of the Shelf Registration Statement) and any underwriter,
upon Consummation of the Exchange Offer or the effectiveness of the Shelf
Registration Statement, as the case may be:



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          (1) a certificate, in customary form, dated such date, signed on behalf
of the Company and each Guarantor by (x) the Chief Executive Officer or any
Vice President, and (y) a principal financial or accounting officer of the
Company and such Guarantor, confirming, as of the date thereof, such matters
as such Holders may reasonably request;




          (2) an opinion, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company and the Guarantors in customary form and
covering such other matters as such Holder may reasonably request, and in
any event including a statement to the effect that such counsel has
participated in conferences with officers and other representatives of the
Company and the Guarantors and representatives of the independent public
accountants for the Company and the Guarantors and representatives of the
underwriters, if any, and their counsel at which the contents of the
Registration Statement and related matters were discussed and, although such
counsel need not pass upon or assume responsibility for the accuracy,
completeness or fairness of such statements (relying as to materiality to
the extent such counsel deems appropriate upon the statements of officers
and other representatives of the Company and the Guarantors and without
independent check or verification), no facts came to such counsel’s
attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any
post-effective amendment thereto became effective and, in the case of the
Exchange Offer Registration Statement, as of the date of Consummation of the
Exchange Offer, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, or that the Prospectus contained in
such Registration Statement as of its date and, in the case of the opinion
dated the date of Consummation of the Exchange Offer, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
Such counsel may state further that such counsel assumes no responsibility
for, and has not independently verified, the accuracy, completeness or
fairness of the financial statements, schedules or other financial data and
statistical data derived therefrom included in any Registration Statement
contemplated by this Agreement or the related Prospectus and need express no
view as to the accounting or financial records from which such financial
statements, schedules and data are derived; and




          (3) a customary comfort letter, dated the date of Consummation of the
Exchange Offer, or as of the date of effectiveness of the Shelf Registration
Statement, as the case may be, from the Company’s independent accountants,
in the customary form and covering matters of



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the type customarily covered in comfort letters to underwriters in
connection with underwritten offerings, and affirming the matters set forth
in the comfort letters delivered pursuant to Section 8(e) of the Purchase
Agreement; and




     (B) deliver such other customary documents and certificates as may be
reasonably requested by the selling Holders to evidence compliance with the matters
covered in clause (A) above and with any customary conditions contained in any
agreement entered into by the Company and the Guarantors pursuant to this clause
(xi);




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders and their counsel in connection with the registration and qualification
of the Transfer Restricted Securities under the securities or Blue Sky laws of such
jurisdictions as the selling Holders may reasonably request and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of the
Transfer Restricted Securities covered by the applicable Registration Statement; provided,
however, that the Company and the Guarantors shall not be required to register or qualify as
a foreign corporation where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation in excess of a nominal amount
in respect of doing business in such jurisdiction, other than as to matters and transactions
relating to the Registration Statement, in any jurisdiction where it is not now so subject;




     (xiii) in connection with any sale of Transfer Restricted Securities that will result
in such securities no longer being Transfer Restricted Securities, cooperate with the
Holders to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to
register such Transfer Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such sale of Transfer
Restricted Securities;




     (xiv) use all commercially reasonable efforts to cause the disposition of the Transfer
Restricted Securities covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary to enable
the seller or sellers thereof to consummate the disposition of such Transfer Restricted
Securities, subject to the proviso contained in clause (xii) above;




     (xv) provide a CUSIP number for all Transfer Restricted Securities not later than the
effective date of a Registration Statement covering such Transfer Restricted Securities and
provide the Trustee under the Indenture with printed certificates for the Transfer
Restricted Securities which are in a form eligible for deposit with the Depository Trust
Company;




     (xvi) otherwise use all commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its security
holders with regard to any applicable Registration Statement, as soon as



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practicable, a consolidated earnings statement meeting the requirements of Rule 158
under the Act (which need not be audited) covering a twelve-month period beginning after the
effective date of the Registration Statement (as such term is defined in paragraph (c) of
Rule 158 under the Act);




          (xvii) cause the Indenture to be qualified under the TIA not later than the effective
date of the first Registration Statement required by this Agreement and, in connection
therewith, cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the
terms of the TIA; and execute and use its commercially reasonable efforts to cause the
Trustee to execute, all documents that may be required to effect such changes and all other
forms and documents required to be filed with the Commission to enable such Indenture to be
so qualified in a timely manner; and




          (xviii) provide promptly to each Holder, upon request, each document filed with the
Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.


          (d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of the notice referred to in Section 6(c)(i) or 6(c)(iii)(C)
or any notice from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”).
Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any
Prospectuses, other than permanent file copies, then in such Holder’s possession which have been
replaced by the Company with more recently dated Prospectuses, or (ii) deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, then in such Holder’s
possession of the Prospectus covering such Transfer Restricted Securities that was current at the
time of receipt of the Suspension Notice. The time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by a
number of days equal to the number of days in the period from and including the date of delivery of
the Suspension Notice to the Recommencement Date.



SECTION 7. REGISTRATION EXPENSES



          (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company, regardless of whether a Registration Statement
becomes effective, including without limitation: (i) all registration and filing fees and expenses;
(ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company and



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the Guarantors and one counsel for all of the Holders of Transfer Restricted Securities
selected by the Holders of a majority in principal amount of Transfer Restricted Securities being
registered; (v) all application and filing fees in connection with listing the Exchange Notes on a
national securities exchange or automated quotation system pursuant to the requirements hereof; and
(vi) all fees and disbursements of independent certified public accountants of the Company and the
Guarantors (including the expenses of any special audit and comfort letters required by or incident
to such performance); provided, however, that in no event shall the Company or the Guarantors be
responsible for any underwriting discounts, commissions or fees attributable to the sale or other
disposition of Transfer Restricted Securities.



          The Company will, in any event, bear its and the Guarantors’ internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses of any Person,
including special experts, retained by the Company or the Guarantors.


          (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Notes in the Exchange Offer and/or selling
or reselling Initial Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in
the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for
the reasonable fees and disbursements of not more than one counsel that shall be chosen by the
Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit
such Registration Statement is being prepared, if any.



SECTION 8. INDEMNIFICATION



          (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold
harmless each Holder, its directors, officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against
any and all losses, claims, damages, liabilities or judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending any matter,
including any action that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement, preliminary prospectus or Prospectus, Free Writing Prospectus or any
“issuer information” (as defined in Rule 433 of the Securities Act) filed or required to be filed
pursuant to Rule 433(d) under the Securities Act (or any amendment or supplement thereto), or
caused by any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue statement or omission
that is based upon information relating to any of the Holders furnished in writing to the Company
by or on behalf of any of the Holders.


          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company
and the Guarantors, and their respective directors and officers, and each Person, if any, who
controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act)



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the Company, or the Guarantors to the same extent as the foregoing indemnity from the Company
and the Guarantors set forth in section (a) above, but only with reference to information relating
to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use
in any Registration Statement. In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer Restricted Securities
pursuant to a Registration Statement exceeds the sum of: (i) the amount paid by such Holder for
such Transfer Restricted Securities plus (ii) the amount of any damages that such Holder,
its directors, officers or any Person who controls such Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged omission.



          (c) In case any action shall be commenced involving any person in respect of which indemnity
may be sought pursuant to Section 8(a) or 8(b) (the “indemnified party”), the indemnified party
shall promptly notify the person against whom such indemnity may be sought (the “indemnifying
party”) in writing and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and the payment of all
fees and expenses of such counsel, as incurred (except that in the case of any action in respect of
which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be
required to assume the defense of such action pursuant to this Section 8(c), but may employ
separate counsel and participate in the defense thereof, but the fees and expenses of such counsel,
except as provided below, shall be at the expense of the Holder). Any indemnified party shall have
the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the indemnified party unless (i)
the employment of such counsel has been specifically authorized in writing by the indemnifying
party, (ii) the indemnifying party has failed to assume the defense of such action or employ
counsel reasonably satisfactory to the indemnified party, or (iii) the named parties to any such
action (including any impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party has been advised by such counsel that there may be one or more
legal defenses available to it which are different from or additional to those available to the
indemnifying party (in which case the indemnifying party shall not have the right to assume the
defense of such action on behalf of the indemnified party). In any such case, the indemnifying
party shall not, in connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys (in addition to any
local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the Holders, in the
case of the parties indemnified pursuant to Section 8(a), and by the Company and Guarantors, in the
case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and
hold harmless the indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action effected with (i) its written
consent, or (ii) effected without its written consent if the settlement is entered into more than
20 Business Days after the indemnifying party received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at
the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying
party has failed to comply with such reimbursement request. No indemnifying party shall, without
the prior written consent of the



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indemnified party (which consent shall not be unreasonably withheld), effect any settlement or
compromise of, or consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified party, unless such
settlement, compromise or judgment (i) includes an unconditional release of the indemnified party
from all liability on claims that are or could have been the subject matter of such action, and
(ii) does not include a statement as to or an admission of fault, culpability or a failure to act,
by or on behalf of the indemnified party.



          (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an
indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on
the other hand, from their sale of Transfer Restricted Securities, or (ii) if the allocation
provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also
the relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the
other hand, in connection with the statements or omissions which resulted in such losses, claims,
damages, liabilities or judgments, as well as any other relevant equitable considerations. The
relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other
hand, 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 such Guarantor, on the one hand, or by the Holder, on the
other hand, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.


          The Company, the Guarantors and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 8(d) 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 the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or judgments referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
matter, including any action that could have given rise to such losses, claims, damages,
liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total amount received
by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a
Registration Statement exceeds the sum of: (i) the amount paid by such Holder for such Transfer
Restricted Securities plus (ii) the amount of any damages that such Holder has



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otherwise paid or become liable to pay by reason of any 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 Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this
Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted
Securities held by each Holder hereunder and not joint.




SECTION 9. RULE 144A AND RULE 144



          The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company or such Guarantor (i) is
not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any
Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any
sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by
such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Act.



SECTION 10. MISCELLANEOUS



          (a) Remedies. The Company and the Guarantors acknowledge and agree that any failure
by the Company and/or the Guarantors to comply with their respective obligations under Sections 3
and 4 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 and the Guarantors’
obligations under Sections 3 and 4 hereof. The Company and the Guarantors further agree to waive
the defense in any action for specific performance that a remedy at law would be adequate.


          (b) Free Writing Prospectus. The Company represents, warrants and covenants that it
(including its agents and representatives) will not prepare, make, use, authorize, approve or refer
to any “written communication” (as defined in Rule 405 under the Securities Act) in connection with
the issuance and sale of the Initial Notes and the Exchange Notes, other than (i) any communication
pursuant to Rule 134, Rule 135 or Rule 135c under the Securities Act, (ii) any document
constituting an offer to sell or solicitation of an offer to buy the Initial Notes or the Exchange
Notes that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of
the Securities Act, or (iii) a prospectus satisfying the requirements of section 10(a) of the
Securities Act or of Rule 430, Rule 430A, Rule 430B, Rule 430C or Rule 431 under the Securities
Act.


          (c) No Inconsistent Agreements. The Company and any Guarantor will not, on or after
the date of this Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. The Company and any Guarantor have not previously entered into, nor is
currently a party to, any agreement granting any registration rights with respect to its securities
to any Person that would require such securities to be included in any Registration Statement filed




-19-











 




hereunder. The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company’s and the Guarantors’
securities under any agreement in effect on the date hereof.




          (d) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless (i) in the case of Section 5 hereof and this Section 10(d)(i), the Company has
obtained the written consent of Holders of all outstanding Transfer Restricted Securities, and (ii)
in the case of all other provisions hereof, the Company has obtained the written consent of Holders
of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding
Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the
Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose
Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given
by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities
subject to such Exchange Offer.




          (e) Additional Guarantors. The Company shall cause any of its Restricted Subsidiaries
(as defined in the Indenture) that becomes, prior to the consummation of the Exchange Offer, a
Guarantor in accordance with the terms and provisions of the Indenture to become a party to this
Agreement as a Guarantor.




          (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company and the Guarantors, 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 they may deem such enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.




          (g) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, telecopier or air courier guaranteeing overnight delivery:





          (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




          (ii) if to the Company or the Guarantors:


LifePoint Hospitals, Inc.

103 Powell Court

Brentwood, Tennessee 37027

Attention: Chief Legal Officer and Chief Financial Officer

Facsimile: (615) 695-8414









-20-









 







With a copy to:



Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

Attention: Frank Adams, Esq.

Facsimile: (212) 259-6333




          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 receipt acknowledged, if telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.




          Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.




          (h) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted 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, including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits
hereof.




          (i) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts (which may be delivered in original form or by
telecopier), 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.




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




          (k) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.




          (l) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.







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     (m) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.



(Signature Page Follows.)




-22-









 





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




	 	 	 	 	 
	 	LIFEPOINT HOSPITALS, INC.

 	 
	 	By:  	/s/ Jeffrey S. Sherman
 	 
	 	 	Name:  	Jeffrey S. Sherman 	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer 	 
	 



ON BEHALF OF:

AMERICA MANAGEMENT COMPANIES, LLC

AMG-CROCKETT, LLC

AMG-HILCREST, LLC

AMG-HILLSIDE, LLC

AMG-LIVINGSTON, LLC

AMG-LOGAN, LLC

AMG-SOUTHERN TENNESSEE, LLC

AMG-TRINITY, LLC

ANDALUSIA PHYSICIAN PRACTICES, LLC

ASHLAND PHYSICIAN SERVICES, LLC

ASHLEY VALLEY MEDICAL CENTER, LLC

ASHLEY VALLEY PHYSICIAN PRACTICE, LLC

ATHENS PHYSICIANS PRACTICE, LLC

ATHENS REGIONAL MEDICAL CENTER, LLC

BARROW MEDICAL CENTER, LLC

BARTOW GENERAL PARTNER, LLC

BARTOW MEMORIAL LIMITED PARTNER, LLC

BOLIVAR PHYSICIAN PRACTICES, LLC

BOURBON COMMUNITY HOSPITAL, LLC

BOURBON PHYSICIAN PRACTICE, LLC

BRIM HOSPITALS, INC.

BUFFALO TRACE RADIATION ONCOLOGY ASSOCIATES, LLC

CARE HEALTH COMPANY, INC.

CASTLEVIEW HOSPITAL, LLC

CASTLEVIEW MEDICAL, LLC

CASTLEVIEW PHYSICIAN PRACTICE, LLC

CLINCH PROFESSIONAL PHYSICIAN SERVICES, LLC

CLINCH VALLEY ENDOCRINOLOGY, LLC

CLINCH VALLEY MEDICAL CENTER, INC.

CLINCH VALLEY PULMONOLOGY, LLC

CLINCH VALLEY UROLOGY, LLC

COLORADO PLAINS PHYSICIAN PRACTICES, LLC

COMMUNITY HOSPITAL OF ANDALUSIA, INC.

COMMUNITY MEDICAL, LLC




S-1









 





COMMUNITY-BASED SERVICES, LLC

CROCKETT HOSPITAL, LLC

CROCKETT PHO, LLC

DANVILLE DIAGNOSTIC IMAGING CENTER, LLC

DANVILLE PHYSICIAN PRACTICES, LLC

DANVILLE REGIONAL MEDICAL CENTER SCHOOL OF HEALTH PROFESSIONS, LLC

DANVILLE REGIONAL MEDICAL CENTER, LLC

DODGE CITY HEALTHCARE PARTNER, INC.

GEORGETOWN COMMUNITY HOSPITAL, LLC

GEORGETOWN REHABILITATION, LLC

GUYAN VALLEY HOSPITAL, LLC

HALSTEAD HOSPITAL, LLC

HCK LOGAN MEMORIAL, LLC

HDP ANDALUSIA, LLC

HDP GEORGETOWN, LLC

HILLSIDE HOSPITAL, LLC

HISTORIC LIFEPOINT HOSPITALS, INC.

HRMC, LLC

HST PHYSICIAN PRACTICE, LLC

HTI GEORGETOWN, LLC

HTI PINELAKE, LLC

HURRICANE HEALTHCARE PARTNER, LLC

INTEGRATED PHYSICIAN SERVICES, LLC

KANSAS HEALTHCARE MANAGEMENT COMPANY, INC.

KANSAS HEALTHCARE MANAGEMENT SERVICES, LLC

KENTUCKY HOSPITAL, LLC

KENTUCKY MEDSERV, LLC

KENTUCKY MSO, LLC

KENTUCKY PHYSICIAN SERVICES, INC.

LAKE CUMBERLAND CARDIOLOGY ASSOCIATES, LLC

LAKE CUMBERLAND PHYSICIAN PRACTICES, LLC

LAKE CUMBERLAND REGIONAL HOSPITAL, LLC

LAKE CUMBERLAND REGIONAL PHYSICIAN HOSPITAL ORGANIZATION, LLC

LAKELAND COMMUNITY HOSPITAL, LLC

LAKELAND PHYSICIAN PRACTICES, LLC

LANDER VALLEY AMBULATORY SURGERY CENTER, LLC

LANDER VALLEY MEDICAL CENTER, LLC

LANDER VALLEY PHYSICIAN PRACTICES, LLC

LAS CRUCES PHYSICIAN PRACTICES, LLC

LCMC MRI, LLC

LCMC PET, LLC

LHSC, LLC

LIFEPOINT ACQUISITION CORP.

LIFEPOINT BILLING SERVICES, LLC

LIFEPOINT CSGP, LLC

LIFEPOINT CSLP, LLC

LIFEPOINT HOLDINGS 2, LLC




S-2









 





LIFEPOINT HOLDINGS 3, INC.

LIFEPOINT HOSPITALS HOLDINGS, INC.

LIFEPOINT MEDICAL GROUP — HILLSIDE, INC

LIFEPOINT OF GAGP, LLC

LIFEPOINT OF KENTUCKY, LLC

LIFEPOINT OF LAKE CUMBERLAND, LLC

LIFEPOINT RC, INC.

LIFEPOINT VA HOLDINGS, INC.

LIFEPOINT WV HOLDINGS, INC.

LIVINGSTON REGIONAL HOSPITAL, LLC

LOGAN GENERAL HOSPITAL, LLC

LOGAN HEALTHCARE PARTNER, LLC

LOGAN MEDICAL, LLC

LOGAN MEMORIAL HOSPITAL, LLC

LOGAN PHYSICIAN PRACTICE, LLC

LOS ALAMOS PHYSICIAN PRACTICES, LLC

MARTINSVILLE PHYSICIAN PRACTICES, LLC

MEADOWVIEW PHYSICIAN PRACTICE, LLC

MEADOWVIEW REGIONAL MEDICAL CENTER, LLC

MEADOWVIEW RIGHTS, LLC

MEMORIAL HOSPITAL OF MARTINSVILLE & HENRY COUNTY AMBULATORY

 SURGERY CENTER, LLC

MEXIA-PRINCIPAL, INC.

MINDEN PHYSICIAN PRACTICES, LLC

NORTHEASTERN NEVADA PHYSICIAN PRACTICES, LLC

NORTHWEST MEDICAL CENTER-WINFIELD, LLC

NWMC-WINFIELD PHYSICIAN PRACTICES, LLC

OHIO HOSPITAL, LLC

OPELOUSAS IMAGING CENTER PARTNER, LLC

OPELOUSAS PET/CT IMAGING CENTER, LLC

ORTHOPEDICS OF SOUTHWEST VIRGINIA, LLC

PALESTINE-PRINCIPAL G.P., INC.

PHC HOSPITALS, LLC

PHC-AVIATION, INC.

PHC-BELLE GLADE, INC.

PHC-CLEVELAND, INC.

PHC-DOCTORS’ HOSPITAL, INC.

PHC-ELKO, INC.

PHC-FORT MOHAVE, INC.

PHC-FORT MORGAN, INC.

PHC-INDIANA, INC.

PHC-KNOX, INC.

PHC-LAKE HAVASU, INC.

PHC-LAKEWOOD, INC.

PHC-LAS CRUCES, INC.

PHC-LOS ALAMOS, INC.

PHC-LOUISIANA, INC.




S-3









 





PHC-MARTINSVILLE, INC.

PHC-MINDEN G.P., INC.

PHC-MORGAN LAKE, INC.

PHC-PALESTINE, INC.

PHC-SELMA, LLC

PHC-TENNESSEE, INC.

PINELAKE PHYSICIAN PRACTICE, LLC

PINELAKE REGIONAL HOSPITAL, LLC

POITRAS PRACTICE, LLC

PRHC-ALABAMA, LLC

PRHC-ENNIS G.P., INC.

PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC.

PRINCIPAL KNOX, L.L.C.

PRINCIPAL-NEEDLES, INC.

PROVINCE HEALTHCARE COMPANY

PUTNAM AMBULATORY SURGERY CENTER, LLC

PUTNAM COMMUNITY MEDICAL CENTER, LLC

PUTNAM PHYSICIAN PRACTICES, LLC

R. KENDALL BROWN PRACTICE, LLC

RALEIGH GENERAL HOSPITAL, LLC

RIVER PARISHES HOLDINGS, LLC

RIVER PARISHES HOSPITAL, LLC

RIVER PARISHES PARTNER, LLC

RIVER PARISHES PHYSICIAN PRACTICES, LLC

RIVERTON AMBULATORY SURGERY CENTER, LLC

RIVERTON MEMORIAL HOSPITAL, LLC

RIVERTON ONCOLOGY PRACTICE, LLC

RIVERTON PHYSICIAN PRACTICES, LLC

RIVERVIEW MEDICAL CENTER, LLC

ROCKDALE HOSPITAL, LLC

ROCKDALE PHYSICIAN PRACTICES, LLC

RUSSELLVILLE HOSPITAL, LLC

RUSSELLVILLE PHYSICIAN PRACTICES, LLC

SELECT HEALTHCARE, LLC

SELMA DIAGNOSTIC IMAGING, LLC

SILETCHNIK PRACTICE, LLC

SMITH COUNTY MEMORIAL HOSPITAL, LLC

SOMERSET SURGERY PARTNER, LLC

SOUTHERN TENNESSEE EMS, LLC

SOUTHERN TENNESSEE MEDICAL CENTER, LLC

SOUTHERN TENNESSEE PHO, LLC

SPRING VIEW HOSPITAL, LLC

SPRING VIEW PHYSICIAN PRACTICES, LLC

SPRINGHILL MEDICAL CENTER, LLC

STARKE PHYSICIAN PRACTICES, LLC

SUMNER PHYSICIAN PRACTICES, LLC

SUMNER REAL ESTATE HOLDINGS, LLC




S-4









 





SUMNER REGIONAL MEDICAL CENTER, LLC

TEXAS SPECIALTY PHYSICIANS

THE MRI CENTER OF NORTHWEST ALABAMA, LLC

THM PHYSICIAN PRACTICE, LLC

TROUSDALE MEDICAL CENTER, LLC

VALLEY VIEW PHYSICIAN PRACTICES, LLC

VAUGHAN PHYSICIAN PRACTICES, LLC

VILLE PLATTE MEDICAL CENTER, LLC

VILLE PLATTE PHYSICIAN PRACTICES, LLC

WEST VIRGINIA MANAGEMENT SERVICES ORGANIZATION, INC.

WESTERN PLAINS PHYSICIAN PRACTICES, LLC

WESTERN PLAINS REGIONAL HOSPITAL, LLC

WOODFORD HOSPITAL, LLC

WYOMING HOLDINGS, LLC

WYTHE COUNTY COMMUNITY HOSPITAL, LLC

WYTHE COUNTY PHYSICIAN PRACTICES, LLC

ZONE, INCORPORATED




	 	 	 	 	 
	 	 	 
	 	                                                      /s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-5









 






	 	 	 	 	 



On Behalf of:

LIFEPOINT ASSET MANAGEMENT COMPANY, INC.




	 	 	 	 	 
	 	 	 
	 	                                  /s/ Christopher J. Monte
 	 
	 	Name:  	Christopher J. Monte 	 
	 	Title:  	Vice President 	 



S-6









 






	 	 	 	 	 



On Behalf of:

BARTOW HEALTHCARE SYSTEM, LTD.




	 	 	 	 	 
	 	Bartow General Partner, LLC, as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 
	 	Bartow Memorial Limited Partner, LLC, as limited

partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-7









 






	 	 	 	 	 



On Behalf of:

LAMAR SURGERY CENTER, LP




	 	 	 	 	 
	 	Northwest Medical Center-Winfield, LLC, as

general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-8









 






	 	 	 	 	 



On Behalf of:

LIFEPOINT CORPORATE SERVICES GENERAL PARTNERSHIP




	 	 	 	 	 
	 	LifePoint CSLP, LLC, as limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 
	 	LifePoint CSGP, LLC, as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-9









 






	 	 	 	 	 



On Behalf of:

LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP




	 	 	 	 	 
	 	LifePoint Hospitals Holdings, Inc., as limited

partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 
	 	LifePoint of GAGP, LLC, as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-10









 






	 	 	 	 	 



On Behalf of:

MEXIA PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP




	 	 	 	 	 
	 	Mexia-Principal, Inc., as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 
	 	Principal Hospital Company of Nevada, Inc., as

limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-11









 






	 	 	 	 	 



On Behalf of:

PALESTINE PRINCIPAL HEALTHCARE LIMITED PARTNERSHIP




	 	 	 	 	 
	 	Palestine Principal G.P., Inc., as general

partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 
	 	Principal Hospital Company of Nevada, Inc., as

limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 




S-12











 





On Behalf of:

PHC-ASHLAND, L.P.




	 	 	 	 	 
	 	PHC-Tennessee, Inc., as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	Principal Hospital Company of Nevada, Inc., as limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-13









 






	 	 	 	 	 



On Behalf of:

PHC-CHARLESTOWN, L.P.




	 	 	 	 	 
	 	PHC-Indiana, Inc., as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	PHC Hospitals, LLC, as limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-14









 






	 	 	 	 	 



On Behalf of:

PHC-MINDEN, L.P.




	 	 	 	 	 
	 	PHC-Minden G.P., Inc., as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	PHC-Louisiana, Inc., as limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-15









 






	 	 	 	 	 



On Behalf of:

PHC-MORGAN CITY, L.P.




	 	 	 	 	 
	 	PHC-Lakewood, Inc., as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	PHC-Morgan Lake, Inc, as limited partner.

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-16









 






	 	 	 	 	 



On Behalf of:

PHC-OPELOUSAS, L.P.




	 	 	 	 	 
	 	PHC-Doctors’ Hospital, Inc., as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	PHC-Louisiana, Inc., as limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-17









 






	 	 	 	 	 



On Behalf of:

PRHC-ENNIS, L.P.




	 	 	 	 	 
	 	PRHC-Ennis G.P., Inc., as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	Principal Hospital Company of Nevada, Inc., as

limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-18









 






	 	 	 	 	 



On Behalf of:

PRINCIPAL KNOX, L.P.




	 	 	 	 	 
	 	PHC-Knox, Inc., as general partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	Province Healthcare Company, as limited partner

 	 
	 	/s/ Michael S. Coggin
 	 
	 	Name:  	Michael S. Coggin 	 
	 	Title:  	Senior Vice President and Treasurer 	 



S-19









 






	 	 	 	 	 



	 	 	 	 	 
	 	BARCLAYS CAPITAL INC.

As representative of the several Initial Purchasers

     named in Schedule 1 of the Purchase Agreement

 	 
	 	By:  	BARCLAYS CAPITAL INC.
 	 
	 
	 	 	 
	 	By  	                       /s/ Benjamin J. Burton
 	 
	 	 	Name:  	Benjamin J. Burton 	 
	 	 	Title:  	Managing Director 	 
	 








S-20









 








SCHEDULE I




America Management Companies, LLC

AMG-Crockett, LLC

AMG-Hilcrest, LLC

AMG-Hillside, LLC

AMG-Livingston, LLC

AMG-Logan, LLC

AMG-Southern Tennessee, LLC

AMG-Trinity, LLC

Andalusia Physician Practices, LLC

Ashland Physician Services, LLC

Ashley Valley Medical Center, LLC

Ashley Valley Physician Practice, LLC

Athens Physicians Practice, LLC

Athens Regional Medical Center, LLC

Barrow Medical Center, LLC

Bartow General Partner, LLC

Bartow Healthcare System, Ltd.

Bartow Memorial Limited Partner, LLC

Bolivar Physician Practices, LLC

Bourbon Community Hospital, LLC

Bourbon Physician Practice, LLC

Brim Hospitals, Inc.

Buffalo Trace Radiation Oncology Associates, LLC

Care Health Company, Inc.

Castleview Hospital, LLC

Castleview Medical, LLC

Castleview Physician Practice, LLC

Clinch Professional Physician Services, LLC

Clinch Valley Endocrinology, LLC

Clinch Valley Medical Center, Inc.

Clinch Valley Pulmonology, LLC

Clinch Valley Urology, LLC

Colorado Plains Physician Practices, LLC

Community Hospital of Andalusia, Inc.

Community Medical, LLC

Community-Based Services, LLC

Crockett Hospital, LLC

Crockett PHO, LLC

Danville Diagnostic Imaging Center, LLC

Danville Physician Practices, LLC

Danville Regional Medical Center School of Health Professions, LLC

Danville Regional Medical Center, LLC

Dodge City Healthcare Partner, Inc.

Georgetown Community Hospital, LLC




 









 





Georgetown Rehabilitation, LLC

Guyan Valley Hospital, LLC

Halstead Hospital, LLC

HCK Logan Memorial, LLC

HDP Andalusia, LLC

HDP Georgetown, LLC

Hillside Hospital, LLC

Historic LifePoint Hospitals, Inc.

HRMC, LLC

HST Physician Practice, LLC

HTI Georgetown, LLC

HTI PineLake, LLC

Hurricane Healthcare Partner, LLC

Integrated Physician Services, LLC

Kansas Healthcare Management Company, Inc.

Kansas Healthcare Management Services, LLC

Kentucky Hospital, LLC

Kentucky Medserv, LLC

Kentucky MSO, LLC

Kentucky Physician Services, Inc.

Lake Cumberland Cardiology Associates, LLC

Lake Cumberland Physician Practices, LLC

Lake Cumberland Regional Hospital, LLC

Lake Cumberland Regional Physician Hospital Organization, LLC

Lakeland Community Hospital, LLC

Lakeland Physician Practices, LLC

Lamar Surgery Center, LP

Lander Valley Ambulatory Surgery Center, LLC

Lander Valley Medical Center, LLC

Lander Valley Physician Practices, LLC

Las Cruces Physician Practices, LLC

LCMC MRI, LLC

LCMC PET, LLC

LHSC, LLC

LifePoint Acquisition Corp.

LifePoint Asset Management Company, Inc.

LifePoint Billing Services, LLC

LifePoint Corporate Services General Partnership

LifePoint CSGP, LLC

LifePoint CSLP, LLC

LifePoint Holdings 2, LLC

LifePoint Holdings 3, Inc.

LifePoint Hospitals Holdings, Inc.

LifePoint Medical Group — Hillside, Inc

LifePoint of GAGP, LLC

LifePoint of Georgia, Limited Partnership




 









 





LifePoint of Kentucky, LLC

LifePoint of Lake Cumberland, LLC

LifePoint RC, Inc.

LifePoint VA Holdings, Inc.

LifePoint WV Holdings, Inc.

Livingston Regional Hospital, LLC

Logan General Hospital, LLC

Logan Healthcare Partner, LLC

Logan Medical, LLC

Logan Memorial Hospital, LLC

Logan Physician Practice, LLC

Los Alamos Physician Practices, LLC

Martinsville Physician Practices, LLC

Meadowview Physician Practice, LLC

Meadowview Regional Medical Center, LLC

Meadowview Rights, LLC

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

Mexia Principal Healthcare Limited Partnership

Mexia-Principal, Inc.

Minden Physician Practices, LLC

Northeastern Nevada Physician Practices, LLC

Northwest Medical Center-Winfield, LLC

NWMC-Winfield Physician Practices, LLC

Ohio Hospital, LLC

Opelousas Imaging Center Partner, LLC

Opelousas PET/CT Imaging Center, LLC

Orthopedics of Southwest Virginia, LLC

Palestine Principal Healthcare Limited Partnership

Palestine-Principal G.P., Inc.

PHC Hospitals, LLC

PHC-Ashland, L.P.

PHC-Aviation, Inc.

PHC-Belle Glade, Inc.

PHC-Charlestown, L.P.

PHC-Cleveland, Inc.

PHC-Doctors’ Hospital, Inc.

PHC-Elko, Inc.

PHC-Fort Mohave, Inc.

PHC-Fort Morgan, Inc.

PHC-Indiana, Inc.

PHC-Knox, Inc.

PHC-Lake Havasu, Inc.

PHC-Lakewood, Inc.

PHC-Las Cruces, Inc.

PHC-Los Alamos, Inc.

PHC-Louisiana, Inc.




 









 





PHC-Martinsville, Inc.

PHC-Minden G.P., Inc.

PHC-Minden, L. P.

PHC-Morgan City, L.P.

PHC-Morgan Lake, Inc.

PHC-Opelousas, L.P.

PHC-Palestine, Inc.

PHC-Selma, LLC

PHC-Tennessee, Inc.

PineLake Physician Practice, LLC

PineLake Regional Hospital, LLC

Poitras Practice, LLC

PRHC-Alabama, LLC

PRHC-Ennis G.P., Inc.

PRHC-Ennis, L.P.

Principal Hospital Company of Nevada, Inc.

Principal Knox, L.L.C.

Principal Knox, L.P.

Principal-Needles, Inc.

Province Healthcare Company

Putnam Ambulatory Surgery Center, LLC

Putnam Community Medical Center, LLC

Putnam Physician Practices, LLC

R. Kendall Brown Practice, LLC

Raleigh General Hospital, LLC

River Parishes Holdings, LLC

River Parishes Hospital, LLC

River Parishes Partner, LLC

River Parishes Physician Practices, LLC

Riverton Ambulatory Surgery Center, LLC

Riverton Memorial Hospital, LLC

Riverton Oncology Practice, LLC

Riverton Physician Practices, LLC

Riverview Medical Center, LLC

Rockdale Hospital, LLC

Rockdale Physician Practices, LLC

Russellville Hospital, LLC

Russellville Physician Practices, LLC

Select Healthcare, LLC

Selma Diagnostic Imaging, LLC

Siletchnik Practice, LLC

Smith County Memorial Hospital, LLC

Somerset Surgery Partner, LLC

Southern Tennessee EMS, LLC

Southern Tennessee Medical Center, LLC

Southern Tennessee PHO, LLC




 









 





Spring View Hospital, LLC

Spring View Physician Practices, LLC

Springhill Medical Center, LLC

Starke Physician Practices, LLC

Sumner Physician Practices, LLC

Sumner Real Estate Holdings, LLC

Sumner Regional Medical Center, LLC

Texas Specialty Physicians

The MRI Center of Northwest Alabama, LLC

THM Physician Practice, LLC

Trousdale Medical Center, LLC

Valley View Physician Practices, LLC

Vaughan Physician Practices, LLC

Ville Platte Medical Center, LLC

Ville Platte Physician Practices, LLC

West Virginia Management Services Organization, Inc.

Western Plains Physician Practices, LLC

Western Plains Regional Hospital, LLC

Woodford Hospital, LLC

Wyoming Holdings, LLC

Wythe County Community Hospital, LLC

Wythe County Physician Practices, LLC

Zone, Incorporated