exv4w5





EXHIBIT 4.5




EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




by and among



CAPELLA HEALTHCARE, INC.



AND THE GUARANTORS PARTY HERETO



and



Banc of America Securities LLC

as Representative of the Initial Purchasers



Dated as of June 28, 2010



 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28,
2010, by and among Capella Healthcare, Inc., a Delaware corporation (the “Company”), the guarantors
listed on the signature page hereto (collectively, the “Guarantors”), and Banc of America
Securities LLC on behalf of itself and as representative of the several initial purchasers listed
on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial
Purchasers”), each of whom has severally agreed to purchase the Company’s 91/4% Senior Notes due 2017
(the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”)
pursuant to the Purchase Agreement (as defined below). The Initial Notes sold by the Company to
the initial Purchasers pursuant to the Purchase Agreement and the related Guarantees are herein
collectively referred to as the “Initial Securities.”



     This Agreement is made pursuant to the Purchase Agreement, dated June 21, 2010 (the “Purchase
Agreement”), among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of
the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial
Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to
purchase the Initial Securities, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION I. Definitions. As used in this Agreement, the following capitalized terms shall have
the Following meanings:



     Additional Interest: As defined in Section 5 hereof.



     Advice: As defined in Section 6(c) hereof.



     Agreement: As defined in the preamble hereto.



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



     Business Day: Means a day of the year on which banks are not required or authorized to close
in New York City.



     Closing Date: The date of this Agreement.



     Company: As defined in the preamble hereto.



     Commission: The Securities and Exchange Commission.



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously



 









 




effective and the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the
Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the
aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to
the Exchange Offer.




     Effectiveness Target Date: As defined in Section 5 hereof.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Offer: The registration by the Company under the Securities Act of the Exchange
Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities
tendered in such exchange offer by such Holders.



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



     Exchange Securities: The 91/4% Senior Notes due 2017, of the same series under the Indenture as
the Initial Securities and the Guarantees attached thereto, to be issued to Holders in exchange for
Transfer Restricted Securities pursuant to this Agreement.



     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under
the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities
Act.



     FINRA: The Financial Industry Regulatory Authority, Inc.



     Guarantees: As defined in the preamble hereto.



     Guarantors: As defined in the preamble hereto.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of June 28, 2010, by and among the Company, the Guarantors
and the Trustee, pursuant to which the Securities are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms thereof.



     Initial Notes: As defined in the preamble hereto.



-2-









 





     Initial Placement: The issuance and sale by the Company of the Initial Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



     Initial Purchaser: As defined in the preamble hereto.



     Initial Securities: As defined in the preamble hereto.



     Person: An individual, partnership, corporation, limited liability company, trust or
unincorporated organization, or a government or agency or political subdivision thereof.



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



     Purchase Agreement: As defined in the preamble hereto.



     Registrar: The office or agency where the Initial Notes may be presented for registration of
transfer or for exchange.



     Registration Default: As defined in Section 5 hereof.



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



     Securities: The Initial Securities and the Exchange Securities.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (i) the
date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security
entitled to be resold to the public by the Holder thereof without complying with the prospectus
delivery requirements of the Securities Act and (ii) the date on which such Initial Security has
been effectively registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement.



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Trustee: U.S. Bank National Association



-3-









 





     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



     SECTION 2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



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



     SECTION 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the
Company and the Guarantors shall (i) cause to be filed with the Commission within one year after
the Closing Date (or if such date is not a Business Day, the next succeeding Business Day), a
Registration Statement under the Securities Act relating to the Exchange Securities and the
Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to
become effective within 90 days after the first anniversary of the Closing Date (or if such 90th
day is not a Business Day, the next succeeding Business Day), (iii) in connection with the
foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary
in order to cause such Registration Statement to become effective, (B) if applicable, a
post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities
Act and (C) cause all necessary filings in connection with the registration and qualification of
the Exchange Securities to be made under the state securities or blue sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer; provided, however,
that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(a), or (2) take any action which would subject it to
general service of process or taxation in any such jurisdiction where it is not then so subject,
and (iv) as promptly as practicable the effectiveness of such Registration Statement, commence the
Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the
Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit
resales of Exchange Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.



     (b) The Company and the Guarantors shall use their reasonable best efforts to cause the
Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange
Offer open for a period of not less than the minimum period required under applicable federal and
state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 30 days after the date notice of the Exchange Offer is mailed to the
Holders. The Company shall cause the Exchange Offer to comply in all material respects with all
applicable federal and state securities laws. No securities other than the Ex-



-4-









 




change Securities shall be included in the Exchange Offer Registration Statement. The Company
shall use its reasonable best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has become effective, but
in no event later than 35 days after the effectiveness of the Exchange Offer Registration Statement
(or if such 35th day is not a Business Day, the next succeeding Business Day).




     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Securities that are Transfer Restricted Securities and that were acquired for its own
account as a result of market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such Initial Securities
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be
satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer
Registration Statement. Such “Plan of Distribution” section shall also contain all other
information with respect to such resales by Broker-Dealers that the Commission may require in order
to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such
Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to
the extent required by the Commission as a result of a change in policy after the date of this
Agreement.



     Each of the Company and the Guarantors shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and amended as required
by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Exchange Securities acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it conforms in all
material respects with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a period ending on the
earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is
declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a
prospectus in connection with market-making or other trading activities.



     The Company shall provide as soon as practicable sufficient copies of the latest version of
such Prospectus to Broker-Dealers as are reasonably requested at any time during such 180-day (or
shorter as provided in the foregoing sentence) period in order to facilitate such resales and
Broker-Dealers shall not be authorized by the Company to deliver and shall not deliver such
Prospectus after such period in connection with resales contemplated by this Section 3.



     SECTION 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)



-5-









 




hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated
within 35 days after the effectiveness of the Exchange Offer Registration Statement (or if
such 35th day is not a Business Day, the next succeeding Business Day), (iii) with respect to any
Holder (A) such Holder is prohibited by applicable law or Commission policy from participating in
the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the
Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from
the Company or one of its affiliates, then, upon such Holder’s request, the Company and the
Guarantors shall





     (x) as promptly as practicable, cause to be filed a shelf registration statement
pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange
Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or
prior to the earliest to occur of (1) the 30th day after the date on which the Company
determines that it is not required to file the Exchange Offer Registration Statement, (2)
the 30th day after the date on which the Company receives notice from a Holder as
contemplated by clause (iii) above, and (3) the 35th day after the date notice of the
Exchange Offer is mailed to Holders if the Exchange Offer is not Consummated (or if such
35th day is not a Business Day, the next succeeding Business Day) (such date being the
“Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of
all Transfer Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and




     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the 60th day after the Shelf Filing
Deadline (or if such 60th day is not a Business Day, the next succeeding Business Day).



     Each of the Company and the Guarantors shall use its reasonable best efforts to keep such
Shelf Registration Statement continuously effective, supplemented and amended as required by the
provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available
for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as
announced from time to time, for a period of at least two years following the effective date of
such Shelf Registration Statement (or shorter period that will terminate when all the Initial
Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf
Registration Statement).



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder may include any of its Transfer Restricted Securities in any Shelf
Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Company in writing, within 20 Business Days after receipt of a request therefor, such information
as the Company may reasonably request for use in connection with any Shelf Registration



-6-









 




Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company
all information required to be disclosed in order to make the information previously furnished to
the Company by such Holder not materially misleading. Each such Holder agrees to notify the
Company as promptly as practicable of (i) any inaccuracy or change in information previously
furnished by such Holder to the Company or (ii) the occurrence of any event, in either case, as a
result of which any Prospectus relating to such Shelf Registration Statement contains or would
contain an untrue statement of a material fact regarding such Holder or such Holder’s intended
method of distribution of the applicable Transfer Restricted Securities or omits to state any
material fact regarding such Holder or such Holder’s intended method of distribution of the
applicable Transfer Restricted Securities required to be stated therein or necessary to make the
statements made therein, in the light of the circumstances under which they were made, not
misleading and promptly to furnish to the Company any additional information required to correct
and update any previously furnished information or required so that such Prospectus shall not
contain, with respect to such Holder or the distribution of the applicable Transfer Restricted
Securities an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.




     SECTION 5. Additional Interest. If (i) any of the Registration Statements required by this
Agreement is not filed with the Commission on or prior to the date specified for such filing in
this Agreement, (ii) any of such Registration Statements has not been declared effective by the
Commission on or prior to the date specified for such effectiveness in this Agreement (the
“Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated within 35 days
after the after the effectiveness of the Exchange Offer Registration Statement or (iv) any
Registration Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose (each such event
referred to in clauses (i) through (iv), a “Registration Default”; provided, however, that in the
case of clause (iv), such Registration Default shall be deemed not to have occurred and be
continuing if such Registration Default is succeeded promptly by a post-effective amendment to such
Registration Statement that cures such failure and that is itself declared effective within 30
days; and provided, further, that in the case of clause (iv) if such Registration Default occurs
for a continuous period in excess of 30 days of such Registration Default, Additional Interest
shall be payable in accordance with this Section 5 from the day such Registration Default occurs
until such Registration Default is cured), the Company hereby agrees to pay to each Holder affected
thereby additional interest (“Additional Interest”) in an amount equal to 0.25% per annum of the
aggregate principal amount of the Transfer Restricted Securities outstanding for the period of
occurrence of the Registration Default until such time as no Registration Default is in effect,
which rate shall increase by 0.25% per annum for each subsequent 90-day period during which such
Registration Default continues, but in no event shall such rate exceed 1.00% per annum. Following
the cure of all Registration Defaults relating to any particular Transfer Restricted Securities,
Additional Interest will cease to accrue from the date of such cure and the interest rate on the
relevant Transfer Restricted Securities will revert to the original interest rate borne by such
Transfer Restricted Securities; provided, however, that, if after the date on which such Additional
Interest ceases to accrue, a different Registration Default occurs, Additional Interest may again
commence ac-



-7-









 




cruing pursuant to the foregoing provisions. All accrued Additional Interest shall be
paid in the same manner as interest is paid under the relevant Transfer Restricted Securities.
Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase
because more than one Registration Default has occurred and is continuing and (ii) a Holder who is
not entitled to the benefits of a Shelf Registration Statement shall not be entitled to Additional
Interest with respect to a Registration Default that pertains to a Shelf Registration Statement.




     All obligations of the Company and the Guarantors set forth in the preceding paragraph that
are outstanding with respect to any Transfer Restricted Security at the time such security ceases
to be a Transfer Restricted Security shall survive until such time as all such obligations with
respect to such security shall have been satisfied in full.



     SECTION 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company
and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall
use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution thereof,
and shall comply with all of the following provisions:




     (i) If in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Company and the
Guarantors hereby agrees to seek a no-action letter or other favorable decision from the
Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such
Transfer Restricted Securities. Each of the Company and the Guarantors hereby agrees to
pursue the issuance of such a decision to the Commission staff level but shall not be
required to take commercially unreasonable action to effect a change of Commission policy.
Each of the Company and the Guarantors hereby agrees, however, to (A) participate in
telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis
prepared by counsel to the Company setting forth the legal bases, if any, upon which such
counsel has concluded that such an Exchange Offer should be permitted and (C) diligently
pursue a favorable resolution by the Commission staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder shall furnish, upon the request of the Company, prior to the
Consummation thereof, a written representation to the Company (which may be contained in the
letter of transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any Person to
participate in, a distribution of the Exchange Securities to be issued in the Exchange
Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business and
(D) it is not acting on behalf of any Person who could not truthfully make the foregoing
representations. In addition, all such Holders shall otherwise cooperate in the Company’s
and the Guarantors’ preparations for the Exchange Offer. Each Holder here-



-8-









 






by acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of this
Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available
May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July
2, 1993, and similar no-action letters (which may include any no-action letter obtained
pursuant to clause (i) above), and (2) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an effective
registration statement containing the selling security holder information required by Item
507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities
obtained by such Holder in exchange for Transfer Restricted Securities acquired by such
Holder directly from the Company.



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



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Exchange Securities by Broker-Dealers or resales of Initial Securities by Holders
entitled to the benefits of Section 4(a)), each of the Company and the Guarantors shall:




     (i) use its reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required by the
Securities Act or any regulation thereunder, financial statements of the Guarantors for the
period specified in Section 3 or 4 hereof, as applicable); upon the occurrence of any event
that would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective or fail to be usable
for resale of Transfer Restricted Securities during the period required by this Agreement,
the Company shall file promptly an appropriate amendment to such Registration Statement, in
the case of clause (A), correcting any such misstatement or omission, and, in the case of
either clause (A) or (B), use its reasonable best efforts to cause such amendment to be
declared effective and such Registration Statement and the related Prospectus to become
usable for their intended purpose(s) as soon as practicable thereaf-



-9-









 






ter. Notwithstanding the foregoing, the Company and the Guarantors may allow the Shelf Registration Statement to
cease to become effective and usable if (x) the board of directors of the Company determines in good faith that it is in the best interest of
the Company not to disclose the existence of or facts surrounding any proposed or material
corporate transaction involving the Company or the Guarantors, and the Company notifies the
Holders within two Business Days after such board of directors makes such determination or
(y) the Prospectus contained in the Shelf Registration Statement contains an untrue
statement of a material fact or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that the two-year period referred to in Section 4(a) hereof during
which the Shelf Registration Statement is required to be effective and usable shall be
extended by the number of days during which such Shelf Registration Statement ceased to be
effective or failed to be usable pursuant to the foregoing provisions and provided further
that Additional Interest shall accrue on the relevant Transfer Restricted Securities during
the period that the Shelf Registration Statement ceased to be effective or failed to be
usable and shall be calculated and paid as provided in Section 5 hereof;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply
with the provisions of the Securities Act with respect to the disposition of all securities
covered by such Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the sellers thereof set forth in such
Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested
by such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with respect to any
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement
or amendments or supplements to the Prospectus or for additional information relating
thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, (D) of the existence of any fact or the happening of any event that
makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein
untrue, or that requires the making of any additions to or changes in the



-10-









 






Registration Statement or the Prospectus in order to make the statements therein not misleading. If at
any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other
regulatory authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or blue sky laws,
each of the Company and the Guarantors shall use its reasonable best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;




     (iv) in the case of a Shelf Registration Statement or if a Prospectus is required to be
delivered by a Broker-Dealer in the case of an Exchange Offer, furnish without charge to
each of the Initial Purchasers, each selling Holder named in any Registration Statement, and
each of the underwriter(s), if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or supplements
to any such Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Registration Statement), which documents will be
subject to the review and comment of such Holders and underwriter(s) in connection with such
sale, if any, for a period of at least five Business Days, and the Company will not file any
such Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated by
reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such
Registration Statement or the underwriter(s), if any, shall reasonably object in writing
within five Business Days after the receipt thereof (such objection to be deemed timely made
upon confirmation of telecopy transmission within such period). The objection of an Initial
Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains an untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading, or fails to comply with the applicable provisions of the
Securities Act. Notwithstanding the foregoing, the Company shall not be required to take
any actions under this clause (iv) that are not, in the opinion of counsel for the Company
reasonably satisfactory to the Initial Purchasers, in compliance with applicable law as
evidenced by a written opinion delivered to the Initial Purchasers;




     (v) promptly prior to the filing of any document that is to be incorporated by
reference into a Registration Statement or Prospectus, provide copies of such document to
the Initial Purchasers, each selling Holder named in any Registration Statement, and to the
underwriter(s), if any, make the Company’s and the Guarantors’ representatives available for
discussion of such document and other customary due diligence matters, and include such
information in such document prior to the filing thereof as such selling Holders or
underwriter(s), if any, reasonably may request;




     (vi) in the case of a Shelf Registration Statement or if a Prospectus is required to be
delivered by a Broker-Dealer in the case of an Exchange Offer, make availa-



-11-









 






ble at reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if any,
participating in any disposition pursuant to such Registration Statement
and any attorney or accountant retained by such Initial Purchasers or any of the
underwriter(s), all financial and other records, pertinent corporate documents and
properties of each of the Company and the Guarantors as reasonably requested and cause the
Company’s and the Guarantors’ officers, directors and employees to supply all information
reasonably requested by any such Holder, underwriter, attorney or accountant in connection
with such Registration Statement or any post-effective amendment thereto subsequent to the
filing thereof and prior to its effectiveness and to participate in meetings with investors
to the extent requested by the managing underwriter(s), if any;




     (vii) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being paid therefor and any
other terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment; provided, however,
that the Company shall not be required to take any action pursuant to this Section 6(c)(vii)
that would, in the opinion of counsel for the Company reasonably satisfactory to the Initial
Purchasers, violate applicable law as evidenced by a written opinion of counsel delivered to
the Initial Purchasers;




     (viii) in the case of a Shelf Registration Statement, use their reasonable best efforts
to cause the Transfer Restricted Securities covered by the Registration Statement to be
rated with the appropriate rating agencies, if so requested by the Holders of a majority in
aggregate principal amount of Securities covered thereby or the underwriter(s), if any;




     (ix) in the case of a Shelf Registration Statement, furnish to each Initial Purchaser,
each selling Holder and each of the underwriter(s), if any, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of each
amendment thereto, including financial statements and schedules, all documents incorporated
by reference therein and all exhibits (including exhibits incorporated therein by
reference);




     (x) deliver to (A) in the case of an Exchange Offer, each Broker-Dealer who submits a
written request to the Company and (B) in the case of a Shelf Registration Statement, each
selling Holder and each of the underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or supplement thereto
as such Persons reasonably may request; each of the Compa-



-12-









 






ny and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities
covered by the Prospectus or any amendment or supplement thereto;




     (xi) in the case of a Shelf Registration Statement, enter into such agreements
(including an underwriting agreement), and make such representations and warranties, and
take all such other actions in connection therewith in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any Shelf Registration
Statement contemplated by this Agreement, all to such extent as may be reasonably requested
by any Initial Purchaser or by any Holder or underwriter in connection with any sale or
resale pursuant to any Shelf Registration Statement contemplated by this Agreement; and
whether or not an underwriting agreement is entered into and whether or not the registration
is an Underwritten Registration, each of the Company and the Guarantors shall:




     (A) furnish to each Initial Purchaser, each selling Holder and each
underwriter, if any, in such substance and scope as they may request and as are
customarily made by issuers to underwriters in primary underwritten offerings, upon
the date of the Consummation of the Exchange Offer or, if applicable, the
effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of Consummation of the Exchange Offer
or the date of effectiveness of the Shelf Registration Statement, as the
case may be, signed by (y) the President or any Vice President and (z) a
principal financial or accounting officer of each of the Company and the
Guarantors, confirming, as of the date thereof, the matters set forth in
paragraphs (i), (ii) and (iii) of Section 5(f) of the Purchase Agreement and
such other matters as such parties may reasonably request;




     (2) an opinion, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company and the Guarantors, covering the matters
set forth in Section 5(c) of the Purchase Agreement and such other matter as
such parties may reasonably request, and in any event including a statement
to the effect that such counsel has participated in conferences with
officers and other representatives of the Company and the Guarantors,
representatives of the independent public accountants for the Company and
the Guarantors, representatives of the underwriter(s), if any, and counsel
to the underwriter(s), if any, in connection with the preparation of such
Registration Statement and the related Prospectus and have considered the
matters required to be stated therein and the statements contained therein,
although such counsel has not independently verified the accuracy,
completeness or fairness of such statements; and that such counsel advises
that, on the basis of the foregoing, no facts came to such



-13-









 






counsel’s attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or
any post-effective amendment thereto became effective, and, in the case
of the Exchange Offer Registration Statement, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the opinion dated
the date of Consummation of the Exchange Offer, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.
Without limiting the foregoing, such counsel may state further that such
counsel assumes no responsibility for, and has not independently verified,
the accuracy, completeness or fairness of the financial statements, notes
and schedules and other financial and accounting data included in any
Registration Statement contemplated by this Agreement or the related
Prospectus; and




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Section 5(a) of the Purchase
Agreement, without exception;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company or any of the Guarantors pursuant to this
Section 6(c)(xi), if any.




     If at any time the representations and warranties of the Company and the Guarantors
contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or
the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and
each selling Holder promptly and, if requested by such Persons, shall confirm such advice in
writing;




     (xii) in the case of a Shelf Registration Statement, prior to any public offering of
Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if
any, and their respective counsel in connection with the registration and qualification of




-14-









 






the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and
do any and all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that neither the Company nor the Guarantors shall be required
to register or qualify as a foreign corporation where it is not then so qualified or to take
any action that would subject it to the service of process in suits or to taxation, other
than as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not then so subject;




     (xiii) shall issue, upon the request of any Holder of Initial Securities covered by the
Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal
to the aggregate principal amount of Initial Securities surrendered to the Company by such
Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be
registered in the name of such Holder or in the name of the purchaser(s) of such Securities,
as the case may be; in return, the Initial Securities held by such Holder shall be
surrendered to the Company for cancellation;




     (xiv) in the case of a Shelf Registration Statement, cooperate with the selling Holders
and the underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and enable such Transfer Restricted Securities to be in such
denominations and registered in such names as the Holders or the underwriter(s), if any, may
request at least two Business Days prior to any sale of Transfer Restricted Securities made
by such Holders or underwriter(s);




     (xv) use its reasonable best efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;




     (xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain at the time of delivery an untrue
statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in light of the circumstances in which they were made, not
misleading;




     (xvii) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the
Indenture with printed certificates for such Securities which are in a form eligible for
de-



-15-









 






posit with the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;




     (xviii) cooperate and assist in any filings required to be made with the FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the FINRA;




     (xix) otherwise use its reasonable best efforts to comply with all applicable rules and
regulations of the Commission, and make generally available to its security holders, as soon
as practicable, a consolidated earnings statement meeting the requirements of Rule 158 of
the Securities Act (which need not be audited) for the twelve-month period (A) commencing at
the end of any fiscal quarter in which Transfer Restricted Securities are sold to
underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold
to underwriters in such an offering, beginning with the first month of the Company’s first
fiscal quarter commencing after the effective date of the Registration Statement;




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




     (xxi) cause all Securities covered by the Registration Statement to be listed on each
securities exchange or automated quotation system on which similar securities issued by the
Company are then listed if requested by the Holders of a majority in aggregate principal
amount of Initial Securities or the managing underwriter(s), if any.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period



-16-









 




from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be
taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof
or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use
of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default
for purposes of Section 5 hereof.




     SECTION 7. Registration Expenses.



     (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance
with this Agreement will be borne by the Company and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all
fees and expenses of compliance with federal securities and state securities or blue sky laws;
(iii) all expenses of printing (including printing certificates for the Exchange Securities to be
issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject
to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Exchange Securities on a securities exchange or
automated quotation system pursuant to the requirements thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance).



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



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial
Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer
and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Weil, Gotshal & Manges
LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the
Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.



-17-









 





     SECTION 8. Indemnification.



     (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the
Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”)
and (iii) the respective officers, directors, partners, employees, representatives and agents of
any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may
hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and
against any and all losses, claims, damages, liabilities, judgments, actions and expenses
(including, without limitation, and as incurred, reimbursement of all reasonable costs of
investigating, preparing, pursuing, settling, compromising, paying or defending any claim or
action, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint
or several, directly or indirectly caused by, related to, based upon, arising out of or in
connection with (i) any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement (or any amendment thereto), or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (or any amendments or supplements thereto), or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue
statement or omission or alleged untrue statement or omission that is made in reliance upon and in
conformity with information relating to any of the Holders furnished in writing to the Company by
any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any
liability which the Company or any of the Guarantors may otherwise have.



     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and
the Guarantors in writing; provided, however, that the failure to give such notice shall not
relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement to the
extent is it not prejudiced (through the forfeiture of substantive rights and defenses) as a result
of such failure. Such Indemnified Holder shall have the right to employ its own counsel in any
such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company
and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is
not entitled to indemnification hereunder). The Company and the Guarantors shall not, in
connection with any one such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm
shall be designated by the Holders. The Company and the Guarantors shall



-18-









 




be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior
written consent, which consent shall not be withheld unreasonably, and each of the Company and the
Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss,
claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The
Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder,
settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any
pending or threatened action, claim, litigation or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement, compromise, consent or termination includes an unconditional release of
each Indemnified Holder from all liability arising out of such action, claim, litigation or
proceeding.




     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors and their respective directors and officers of the Company and the Guarantors who
sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the
respective officers, directors, partners, employees, representatives and agents of each such
Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each
of the Indemnified Holders, but only with respect to claims and actions based on information
relating to such Holder furnished in writing by such Holder expressly for use in any Registration
Statement. In case any action or proceeding shall be brought against the Company, the Guarantors
or their respective directors or officers or any such controlling person in respect of which
indemnity may be sought against a Holder, such Holder shall have the rights and duties given the
Company and the Guarantors, and the Company, the Guarantors, their respective directors and
officers and such controlling person shall have the rights and duties given to each Holder by the
preceding paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if
such allocation is not permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Company on the one hand and
of the



-19-









 




Indemnified Holder on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the limitations
set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action or
claim.




     The Company, the Guarantors and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related
Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the
amount by which the total discount received by such Holder with respect to the Initial Securities
exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to
the respective principal amount of Initial Securities held by each of the Holders hereunder and not
joint.



     SECTION 9. Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder,
for so long as any Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof
and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit
resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.



     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer
Restricted Securities on the basis provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.



-20-









 





     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering; provided that such Holders shall be responsible for
underwriting commissions and discounts associated with any such sales. In any such Underwritten
Offering, the investment banker(s) and managing underwriter(s) that will administer such
offering will be selected by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities included in such offering; provided, however, that such investment
banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.



     SECTION 12. Miscellaneous.



     (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with
the provisions hereof. Except as disclosed in the Pricing Disclosure Package and the Final
Offering Memorandum (each as defined in the Purchase Agreement), neither the Company nor any of the
Guarantors has previously entered into any agreement granting any registration rights with respect
to its securities to any Person. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of the Company’s or
any of the Guarantors’ securities under any agreement in effect on the date hereof.



     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any
change to occur, with respect to the Securities that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Company shall obtain the written consent of each



-21-









 




such Initial Purchaser with respect
to which such amendment, qualification, supplement, waiver, consent or departure is to be
effective.




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




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




     (ii) if to the Company:


Capella Healthcare, Inc.

Two Corporate Centre

501 Corporate Center Drive, Suite 200

Franklin, Tennessee 37067

Facsimile: 615-764-3030

Attention: General Counsel



with a copy to:



Waller Lansden Dortch & Davis, LLP

Suite 2700, 511 Union Street

Nashville, TN 37219

Facsimile: 615-244-6804

Attention: J. Chase Cole




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



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



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be



-22-









 




deemed to be an
original and all of which taken together shall constitute one and the same agreement.




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



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



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



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



-23-









 





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




	 	 	 	 	 
	 	Capella Healthcare, Inc.

 	 
	 	By:  	/s/ Howard T. Wall III
 	 
	 	 	Howard T. Wall III 	 
	 	 	Senior Vice President, General
Counsel and Secretary 	 
	 
	 	CMCH Holdings LLC

Cullman County Medical Clinic, Inc.

Cullman Hospital Corporation

Cullman Surgery Venture Corp.

Farmington Clinic Company, LLC

Farmington Hospital Corporation

Farmington Missouri Hospital Company, LLC

Farmington Heart & Vascular Center, LLC

Hartselle Physicians, Inc.

Jacksonville Medical Professional

Services, LLC

Jacksonville Surgical and Medical

Affiliates, LLC

Mineral Area Pharmacy and Durable Medical

Equipment, LLC

National Healthcare of Decatur Inc.

National Healthcare of Hartselle, Inc.

National Park Physician Services, LLC

NPMC, Home Health, LLC

NPMC Holdings, LLC

NPMC, LLC

National Park Cardiology Services, LLC

Oregon Healthcorp, LLC

Parkway Medical Clinic, Inc.

QHG of Jacksonville, Inc.

Russellville Holdings, LLC

Sparta Hospital Corporation

St. Mary’s Holdings, LLC

St. Mary’s Physician Services, LLC

St. Mary’s Real Property, LLC

Willamette Valley Clinics, LLC

Willamette Valley Medical Center, LLC

Capella Holdings of Oklahoma, LLC

Capital Medical Center Holdings, LLC

Capital Medical Center Partner, LLC

 	 



[Signature Page to Registration Rights Agreement]






 









 








	 	 	 	 	 
	 	Columbia Medical Group — South 

Pittsburg, Inc.

Columbia Olympia Management, Inc.

Grandview Physician Group, LLC

Muskogee Holdings, LLC

Muskogee Medical and Surgical 

Associates, LLC

Muskogee Physician Group, LLC

Muskogee Regional Medical Center, LLC

River Park Hospital, Inc.

River Park Hospitalists, LLC

River Park Physician Group, LLC

Sequatchie Valley Urology, LLC

Southwestern Emergency Department

Physician Services, LLC

Southwestern Medical Center, LLC

Southwestern Neurosurgery Physicians, LLC

Southwestern Physician Services, LLC

Southwestern Surgical Affiliates LLC

Lawton Holdings, LLC

SP Acquisition Corp.

Western Washington Healthcare, LLC

WPC Holdco, LLC,



as Guarantors

 	 
	 	By:  	/s/ Howard T. Wall III
 	 
	 	 	Howard T. Wall III 	 
	 	 	Vice President and Secretary 	 
	 



[Signature Page to Registration Rights Agreement]







 









 








          The foregoing Agreement is hereby confirmed and accepted as of the date first above
written:




					
	 	


Banc Of America Securities LLC



     Acting on behalf of itself

     and as a Representative of

     the several Initial Purchasers

 	 
	 	By:  	/s/ Sarang Gadkari
 	 
	 	 	Sarang Gadkari 	 
	 	 	Managing Director 	 
	 



[Signature Page to Registration Rights Agreement]