EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
  

 
 REGISTRATION RIGHTS AGREEMENT

 Dated as of May 12, 2014 

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 May 12, 2014, 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 $400,000,000 aggregate principal amount of the Company’s 5.5% Senior Notes due 2021 (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). The Company
previously issued and sold $700,000,000 aggregate principal amount of its 5.5% Senior Notes due 2021 (together with the related Guarantees, the “Existing Notes”). The Initial Notes constitute an issuance of Additional Notes
(as defined in the Indenture (as defined below)) under the Indenture. 
 This Agreement is made pursuant to the Purchase Agreement, dated as
of May 1, 2014 (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 December 6, 2013, among the Company, the Guarantors and The Bank of New York Mellon, as trustee, relating to the Existing Notes, 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: December 6,
2014, the date of issuance of the Existing Notes. 
 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 5.5% Senior Notes due 2021, along with the 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 and Existing
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. 

Existing Notes: As defined in the preamble hereof. 

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. 

  
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 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. 

Shelf Registration Statement: As defined in Section 4 hereof. 

Special Interest: As defined in 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


  
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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.

 (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 

  
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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. 
  

	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). 

  
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 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 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


  
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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 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. Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of Special Interest shall be the only remedy available to Holders for any Registration
Default. 
  

	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 commercially reasonable 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. 

  
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 (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 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. 

  
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 (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 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 use all commercially reasonable efforts to 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), 

  
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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 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, use all commercially reasonable efforts to
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 

  
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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, use commercially reasonable efforts to 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 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 

  
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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 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 

  
 -12- 








 
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: 
 (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 

  
 -13- 








 
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 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 

  
 -14- 








 
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 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 since the Company’s most recent Annual Report on Form 10-K. 

(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


  
 -15- 








 
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 reasonable fees and disbursements of counsel for the Company and 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 reasonable 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 

  
 -16- 








 
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) 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 

  
 -17- 








 
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 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 

  
 -18- 








 
(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 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


  
 -19- 








 
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 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 

  
 -20- 








 (ii) if to the Company or the Guarantors: 

LifePoint Hospitals, Inc. 

330 Seven Springs Way 

Brentwood, Tennessee 37027 

Attention: Chief Legal Officer and Chief Financial Officer 

Facsimile: (615) 695-8414 

With a copy to: 

White & Case LLP 

1155 Avenue of the Americas 

New York, New York 10036 

Attention: Michelle Rutta, Esq. 

Facsimile: (212) 354-8113 

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. 

  
 -21- 








 (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. 
 (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/ Leif M. Murphy

		 	Name:	 	Leif M. Murphy
		 	Title:	 	 Executive Vice President and Chief
 Financial
Officer




  
 [Signature Page to
Registration Rights Agreement] 








 ON BEHALF OF: 

ACQUISITION BELL HOSPITAL, LLC 
 AMERICA MANAGEMENT COMPANIES,
LLC 
 AMG-CROCKETT, LLC 
 AMG-HILLSIDE, LLC 

AMG-LIVINGSTON, LLC 
 AMG-LOGAN, LLC 

AMG-SOUTHERN TENNESSEE, LLC 
 AMG-TRINITY, LLC 

ANDALUSIA PHYSICIAN PRACTICES, LLC 
 ASHLAND PHYSICIAN SERVICES,
LLC 
 ASHLEY VALLEY MEDICAL CENTER, LLC 
 ASHLEY VALLEY
PHYSICIAN PRACTICE, LLC 
 ATHENS PHYSICIANS PRACTICE, LLC 

ATHENS REGIONAL MEDICAL CENTER, LLC 
 ATHENS SURGERY CENTER
PARTNER, LLC 
 BARROW MEDICAL CENTER, LLC 
 BARTOW GENERAL
PARTNER, LLC 
 BARTOW MEMORIAL LIMITED PARTNER, LLC 
 BELL JV,
LLC 
 BELL PHYSICIAN PRACTICES, INC. 
 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 
 CLARK REGIONAL PHYSICIAN
PRACTICES, LLC 
 CLINCH PROFESSIONAL PHYSICIAN SERVICES, LLC 

CLINCH VALLEY PHYSICIANS ASSOCIATES, 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 

DLP PARTNER, LLC 

  
 [Signature Page to
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 DLP PARTNER MARQUETTE, LLC 

DLP PARTNER TWIN COUNTY, LLC 
 DODGE CITY HEALTHCARE GROUP, LLC

 DODGE CITY HEALTHCARE PARTNER, INC. 
 FAUQUIER PARTNER, LLC

 GEORGETOWN COMMUNITY HOSPITAL, LLC 
 GEORGETOWN
REHABILITATION, LLC 
 GUYAN VALLEY HOSPITAL, LLC 
 HALSTEAD
HOSPITAL, LLC 
 HCK LOGAN MEMORIAL, LLC 
 HDP ANDALUSIA, LLC

 HDP GEORGETOWN, LLC 
 HILLSIDE HOSPITAL, LLC 

HISTORIC LIFEPOINT HOSPITALS, INC. 
 HRMC, LLC 

HSCGP, LLC 
 HSC MANAGER, LLC 

HST PHYSICIAN PRACTICE, LLC 
 HTI GEORGETOWN, LLC 

HTI PINELAKE, 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 PHYSICIAN PRACTICES, LLC 
 LAS CRUCES
CARDIOLOGY GROUP, LLC 
 LAS CRUCES ENDOSCOPY PARTNER, LLC 
 LAS
CRUCES PHYSICIAN PRACTICES, LLC 
 LCMC MRI, LLC 
 LCMC PET, LLC

 LHSC, LLC 
 LIFEPOINT ACQUISITION CORP. 

LIFEPOINT BILLING SERVICES, LLC 
 LIFEPOINT CSLP, LLC 

LIFEPOINT HOLDINGS 2, LLC 
 LIFEPOINT HOLDINGS 3, INC. 

LIFEPOINT HOSPITALS HOLDINGS, INC. 
 LIFEPOINT MEDICAL GROUP -
HILLSIDE, INC 

  
 [Signature Page to
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 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 
 MEMORIAL PROMPT CARE, LLC 

MERCY PHYSICIAN PRACTICES, LLC 
 MEXIA-PRINCIPAL, INC. 

MINDEN PHYSICIAN PRACTICES, LLC 
 NORTHEASTERN NEVADA PHYSICIAN
PRACTICES, LLC 
 NORTHWEST MEDICAL CENTER-WINFIELD, LLC 

NORTON PARTNER, LLC 
 NWMC - WINFIELD ANESTHESIA PHYSICIANS, LLC

 NWMC - WINFIELD HOSPITALIST PHYSICIANS, LLC 
 NWMC-WINFIELD
PHYSICIAN PRACTICES, LLC 
 OMNIPOINT SURGICAL ASSOCIATES, LLC 

OPELOUSAS IMAGING CENTER PARTNER, LLC 
 OPELOUSAS PET/CT IMAGING
CENTER, LLC 
 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. 

  
 [Signature Page to
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 PHC-LOS ALAMOS, INC. 

PHC-LOUISIANA, INC. 
 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 

PORTAGE PARTNER, 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 MEMORIAL HOSPITAL, LLC 

RIVERTON ONCOLOGY PRACTICE, LLC 
 RIVERTON PHYSICIAN PRACTICES,
LLC 
 RIVERVIEW MEDICAL CENTER, LLC 
 RIVERVIEW PHYSICIAN
PRACTICES, LLC 
 RUSSELLVILLE HOSPITAL, LLC 
 RUSSELLVILLE
PHYSICIAN PRACTICES, LLC 
 SELECT HEALTHCARE, LLC 
 SELMA
DIAGNOSTIC IMAGING, LLC 
 SILETCHNIK PRACTICE, LLC 
 SMITH
COUNTY MEMORIAL HOSPITAL, LLC 
 SOMERSET SURGERY PARTNER, LLC 

SOUTHERN TENNESSEE EMS, LLC 
 SOUTHERN TENNESSEE MEDICAL CENTER,
LLC 
 SOUTHERN TENNESSEE PHO, LLC 
 SPRING VIEW HOSPITAL, LLC

 SPRING VIEW PHYSICIAN PRACTICES, LLC 
 SPRINGHILL MEDICAL
CENTER, LLC 
 SST COMMUNITY HEALTH, L.L.C. 
 STARKE PHYSICIAN
PRACTICES, LLC 

  
 [Signature Page to
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 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 
 TROUSDALE PHYSICIAN PRACTICES, LLC 
 VALLEY VIEW
PHYSICIAN PRACTICES, LLC 
 VAUGHAN PHYSICIAN PRACTICES, LLC 

VILLE PLATTE MEDICAL CENTER, LLC 
 WEST VIRGINIA MANAGEMENT
SERVICES ORGANIZATION, INC. 
 WESTERN PLAINS PHYSICIAN PRACTICES, LLC 

WESTERN PLAINS REGIONAL HOSPITAL, LLC 
 WOODFORD HOSPITAL, LLC

 WOODS MEMORIAL HOSPITAL, 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 Chief
		 	Accounting Officer



  
 [Signature Page to
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 On Behalf of: 

LIFEPOINT ASSET MANAGEMENT COMPANY, INC. 
  

			
	 /s/ Christy S. Green

	Name:	 	Christy S. Green
	Title:	 	Assistant Secretary



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	Bartow Memorial Limited Partner, LLC, as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	HSCGP, LLC, as general partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	LifePoint of GAGP, LLC, as general partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	Principal Hospital Company of Nevada, Inc., as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	Principal Hospital Company of Nevada, Inc., as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	Principal Hospital Company of Nevada, Inc., as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	PHC Hospitals, LLC, as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	PHC-Louisiana, Inc., as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
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 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 Chief
		 	Accounting Officer
	
	PHC-Morgan Lake, Inc, as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
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 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 Chief
		 	Accounting Officer
	
	PHC-Louisiana, Inc., as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
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 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 Chief
		 	Accounting Officer
	
	Principal Hospital Company of Nevada, Inc., as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
 [Signature Page to
Registration Rights Agreement] 








 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 Chief
		 	Accounting Officer
	
	Province Healthcare Company, as limited partner
	
	 /s/ Michael S. Coggin

	Name:	 	Michael S. Coggin
	Title:	 	Senior Vice President and Chief
		 	Accounting Officer



  
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	 BARCLAYS CAPITAL INC.
 As
representative of the several Initial Purchasers
 named in Schedule 1 of the Purchase Agreement

		
	By:	 	BARCLAYS CAPITAL INC.
		
	By:	 	 /s/ John Skrobe

		 	Name:	 	John Skrobe
		 	Title:	 	Managing Director



  
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 SCHEDULE I 

Acquisition Bell Hospital, LLC 
 America Management Companies,
LLC 
 AMG-Crockett, LLC 
 AMG-Hillside, LLC 

AMG-Livingston, LLC 
 AMG-Logan, LLC 

AMG-Southern Tennessee, LLC 
 AMG-Trinity, LLC 

Andalusia Physician Practices, LLC 
 Ashland Physician Services,
LLC 
 Ashley Valley Medical Center, LLC 
 Ashley Valley
Physician Practice, LLC 
 Athens Physicians Practice, LLC 

Athens Regional Medical Center, LLC 
 Athens Surgery Center
Partner, LLC 
 Barrow Medical Center, LLC 
 Bartow General
Partner, LLC 
 Bartow Healthcare System, Ltd. 
 Bartow Memorial
Limited Partner, LLC 
 Bell JV, LLC 
 Bell Physician Practices,
Inc. 
 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 

Clark Regional Physician Practices, LLC 
 Clinch Professional
Physician Services, LLC 
 Clinch Valley Physicians Associates, 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 

  
 I-1 








 Danville Regional Medical Center School of Health Professions, LLC 

Danville Regional Medical Center, LLC 
 DLP Partner, LLC 

DLP Partner Marquette, LLC 
 DLP Partner Twin County, LLC 

Dodge City Healthcare Group, LLC 
 Dodge City Healthcare Partner,
Inc. 
 Fauquier Partner, 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 

HSCGP, LLC 
 HSC Manager, LLC 

HST Physician Practice, LLC 
 HTI Georgetown, LLC 

HTI PineLake, 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 Physician
Practices, LLC 
 Las Cruces Cardiology Group, LLC 
 Las Cruces
Endoscopy Partner, LLC 
 Las Cruces Physician Practices, LLC 

LCMC MRI, LLC 
 LCMC PET, LLC 

LHSC, LLC 
 LifePoint Acquisition Corp. 

  
 I-2 








 LifePoint Asset Management Company, Inc. 

LifePoint Billing Services, LLC 
 LifePoint Corporate Services
General Partnership 
 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 
 Memorial Prompt Care, LLC 

Mercy Physician Practices, LLC 
 Mexia Principal Healthcare
Limited Partnership 
 Mexia-Principal, Inc. 
 Minden Physician
Practices, LLC 
 Northeastern Nevada Physician Practices, LLC 

Northwest Medical Center-Winfield, LLC 
 Norton Partner, LLC 

NWMC - Winfield Anesthesia Physicians, LLC 
 NWMC - Winfield
Hospitalist Physicians, LLC 
 NWMC-Winfield Physician Practices, LLC 

OmniPoint Surgical Associates, LLC 
 Opelousas Imaging Center
Partner, LLC 
 Opelousas PET/CT Imaging Center, LLC 

Orthopedics of Southwest Virginia, LLC 
 Palestine Principal
Healthcare Limited Partnership 
 Palestine-Principal G.P., Inc. 

PHC Hospitals, LLC 
 PHC-Ashland, L.P. 

  
 I-3 








 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 

Portage Partner, 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 Memorial Hospital, LLC 

  
 I-4 








 Riverton Oncology Practice, LLC 

Riverton Physician Practices, LLC 
 Riverview Medical Center, LLC

 Riverview Physician Practices, LLC 
 Russellville Hospital,
LLC 
 Russellville Physician Practices, LLC 
 Select
Healthcare, LLC 
 Selma Diagnostic Imaging, LLC 
 Siletchnik
Practice, LLC 
 Smith County Memorial Hospital, LLC 
 Somerset
Surgery Partner, LLC 
 Southern Tennessee EMS, LLC 
 Southern
Tennessee Medical Center, LLC 
 Southern Tennessee PHO, LLC 

Spring View Hospital, LLC 
 Spring View Physician Practices, LLC

 Springhill Medical Center, LLC 
 SST Community Health, L.L.C.

 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 
 West Virginia Management Services Organization, Inc. 

Western Plains Physician Practices, LLC 
 Western Plains Regional
Hospital, LLC 
 Woodford Hospital, LLC 
 Woods Memorial
Hospital, LLC 
 Wythe County Community Hospital, LLC 
 Wythe
County Physician Practices, LLC 
 Zone, Incorporated 

  
 I-5