exv4w4





EXHIBIT 4.4



SECOND SUPPLEMENTAL INDENTURE




     This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
January 14, 2011, among National Park Family Care, LLC, a Delaware limited liability company (the
“Guaranteeing Subsidiary”), an indirect subsidiary of Capella Healthcare, Inc., a Delaware
corporation (the “Issuer”), the Issuer and U.S. Bank National Association, as trustee under
the Indenture referred to below (the “Trustee”).



WITNESSETH



     WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of June 28, 2010, providing for the issuance of 91/4% Senior Notes
due 2017 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall irrevocably and unconditionally guarantee all of the Issuer’s
Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
“Subsidiary Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary
Guarantee and in this Indenture including but not limited to Article 10 thereof.



     3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any
liability for any obligations of the Issuer or any Guaranteeing Subsidiary under the Notes, any
Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.



     4. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.



     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.



 









 





     7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and
the Issuer.



[Signature Page Follows]






 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	NATIONAL PARK FAMILY CARE, LLC

 	 
	 	By:  	/s/ Denise Wilder Warren
 	 
	 	 	Name:  	Denise Wilder Warren 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	CAPELLA HEALTHCARE, INC.

 	 
	 	By:  	/s/ Denise Wilder Warren
 	 
	 	 	Name:  	Denise Wilder Warren 	 
	 	 	Title:  	Senior Vice President and Chief
Financial Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Wally Jones
 	 
	 	 	Name:  	Wally Jones 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to Supplemental Indenture