Table of Contents
As filed with the Securities and Exchange Commission on May 23, 2012
Registration No. 333-          

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Delaware	 	8062	 	13-3893191	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	

CHS/COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware	 	8062	 	76-0137985	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	

4000 Meridian Boulevard
Franklin, Tennessee 37067
(615) 465-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Rachel A. Seifert
Executive Vice President, Secretary and General Counsel
4000 Meridian Boulevard
Franklin, Tennessee 37067
(615) 465-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Joshua N. Korff
Michael Kim
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     þ
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.     þ
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.     ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    þ	 	 	  	Accelerated filer    ¨	
 	 	 	
Non-accelerated filer    ¨	 	(Do not check if a smaller reporting company)	  	Smaller reporting company    ¨	

CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of
Securities to be Registered	 	Amount
to be
Registered	 	Proposed
Maximum
Offering Price
per Unit	 	Proposed
Maximum
Aggregate
Offering Price	 	Amount of
Registration Fee	
Debt Securities of Community Health Systems, Inc.(3)	 	(1)(2)	 	(1)(2)	 	(1)(2)	 	(1)(2)	
Guarantees of Debt Securities of Community Health Systems, Inc. by certain subsidiaries of Community Health Systems, Inc.(3)(4)	 	(1)(2)	 	(1)(2)	 	(1)(2)	 	(1)(2)	
Preferred Stock, par value $0.01 per share of Community Health Systems, Inc.(3)	 	(1)(2)	 	(1)(2)	 	(1)(2)	 	(1)(2)	
Depositary Shares of Community Health Systems, Inc.(3)(5)	 	(1)(2)	 	(1)(2)	 	(1)(2)	 	(1)(2)	
Common Stock, par value $0.01 per share of Community Health Systems, Inc.(3)	 	(1)(2)	 	(1)(2)	 	(1)(2)	 	(1)(2)	
Securities Warrants of Community Health Systems, Inc.(3)	 	(1)(2)	 	(1)(2)	 	(1)(2)	 	(1)(2)	
Debt Securities of CHS/Community Health Systems, Inc.(3)	 	(1)(2)	 	(1)(2)	 	(1)(2)	 	(1)(2)	
Guarantees of Debt Securities of CHS/Community Health Systems, Inc. by Community Health Systems, Inc. and certain subsidiaries of Community Health Systems, Inc.(3)(4)	 	(1)(2)	 	(1)(2)	 	(1)(2)	 	(1)(2)	

 
(1)	We will determine the proposed maximum offering price per unit from time to time in connection with issuances of securities registered under this registration statement.	
(2)	An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at unspecified prices. In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all the registration fee.	
(3)	An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. Includes an indeterminate amount of our securities as may be issued upon conversion of or exchange for, as the case may be, any other securities registered under this registration statement.	
(4)	No additional consideration will be received for the guarantees and, pursuant to Rule 457(n), no additional fee is required.	
(5)	Each depositary share registered hereunder will be issued under a deposit agreement and will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.	

 

Table of Contents
TABLE OF ADDITIONAL REGISTRANTS

Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
Abilene Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard
Franklin, Tennessee 37067	 	 	8062	  	 	 	46-0496920	  	
Abilene Merger, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	46-0496918	  	
Affinity Health Systems, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3391769	  	
Affinity Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3391873	  	
Anna Hospital Corporation	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	36-4431843	  	
Berwick Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	23-2975836	  	
Big Bend Hospital Corporation	 	 	TX	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	75-2717545	  	
Big Spring Hospital Corporation	 	 	TX	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	75-2574581	  	
Birmingham Holdings II, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-2784086	  	
Birmingham Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3320362	  	
Bluefield Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-2372042	  	
Bluefield Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-2372291	  	
Blue Island Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	45-4082512	  	
Blue Island Illinois Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	61-1667279	  	
Bluffton Health System, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1792272	  	
Brownsville Hospital Corporation	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	42-1557534	  	
Brownwood Hospital, L.P.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762521	  	
Brownwood Medical Center, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762523	  	
Bullhead City Hospital Corporation	 	 	AZ	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	86-0982071	  	
Bullhead City Hospital Investment Corporation	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-1577204	  	
Carlsbad Medical Center, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762526	  	
Centre Hospital Corporation	 	 	AL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-4370931	  	
CHHS Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-2189938	  	
CHS Kentucky Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-1639057	  	

Table of Contents
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
CHS Pennsylvania Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-1639170	  	
CHS Virginia Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-1639119	  	
CHS Washington Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-3272205	  	
Clarksville Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3320418	  	
Cleveland Hospital Corporation	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1587878	  	
Cleveland Tennessee Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1281627	  	
Clinton Hospital Corporation	 	 	PA	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	90-0003715	  	
Coatesville Hospital Corporation	 	 	PA	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	23-3069798	  	
College Station Hospital, L.P.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762360	  	
College Station Medical Center, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762359	  	
College Station Merger, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1771861	  	
Community GP Corp.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1648466	  	
Community Health Investment Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	76-0152801	  	
Community LP Corp.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1648206	  	
CP Hospital GP, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3904557	  	
CPLP, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3904614	  	
Crestwood Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1769644	  	
Crestwood Hospital, LP, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762369	  	
CSMC, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762362	  	
CSRA Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-5111915	  	
Deaconess Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	47-0890490	  	
Deaconess Hospital Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-2401268	  	
Deming Hospital Corporation	 	 	NM	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	85-0438008	  	
Desert Hospital Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-8111921	  	
Detar Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1754943	  	

Table of Contents
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
DHFW Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-2817294	  	
DHSC, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-2871473	  	
Dukes Health System, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	52-2379885	  	
Dyersburg Hospital Corporation	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	42-1557536	  	
Emporia Hospital Corporation	 	 	VA	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	54-1924866	  	
Evanston Hospital Corporation	 	 	WY	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	83-0327475	  	
Fallbrook Hospital Corporation	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	91-1918215	  	
Foley Hospital Corporation	 	 	AL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1811413	  	
Forrest City Arkansas Hospital Company, LLC	 	 	AR	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-4217095	  	
Forrest City Hospital Corporation	 	 	AR	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-4216978	  	
Fort Payne Hospital Corporation	 	 	AL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-4370870	  	
Frankfort Health Partner, Inc.	 	 	IN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	35-2009540	  	
Franklin Hospital Corporation	 	 	VA	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	52-2200240	  	
Gadsden Regional Medical Center, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	63-1102774	  	
Galesburg Hospital Corporation	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	37-1485782	  	
Granbury Hospital Corporation	 	 	TX	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	75-2682017	  	
Granite City Hospital Corporation	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	36-4460625	  	
Granite City Illinois Hospital Company, LLC	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	36-4460628	  	
Greenville Hospital Corporation	 	 	AL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	63-1134649	  	
GRMC Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-8112090	  	
Hallmark Healthcare Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	63-0817574	  	
Hobbs Medco, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1769641	  	
Hospital of Barstow, Inc.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	76-0385534	  	
Hospital of Fulton, Inc.	 	 	KY	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	61-1218106	  	

Table of Contents
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
Hospital of Louisa, Inc.	 	 	KY	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	61-1238190	  	
Hospital of Morristown, Inc.	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1528689	  	
Jackson Hospital Corporation (KY)	 	 	KY	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	61-1285331	  	
Jackson Hospital Corporation (TN)	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	42-1557525	  	
Jourdanton Hospital Corporation	 	 	TX	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	74-3011840	  	
Kay County Hospital Corporation	 	 	OK	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-4052833	  	
Kay County Oklahoma Hospital Company, LLC	 	 	OK	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-4052936	  	
Kirksville Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	36-4373298	  	
Lakeway Hospital Corporation	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1564360	  	
Lancaster Hospital Corporation	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	57-1010381	  	
Las Cruces Medical Center, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	75-2905434	  	
Lea Regional Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1760149	  	
Lexington Hospital Corporation	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	42-1557533	  	
Longview Clinic Operations Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	75-1470252	  	
Longview Medical Center, L.P.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762420	  	
Longview Merger, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1769639	  	
LRH, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762421	  	
Lutheran Health Network of Indiana, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762363	  	
Marion Hospital Corporation	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	37-1359605	  	
Martin Hospital Corporation	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	42-1557527	  	
Massillon Community Health System LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	55-0799029	  	
Massillon Health System LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	34-1840860	  	
Massillon Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-0201156	  	
McKenzie Tennessee Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	42-1557531	  	
McNairy Hospital Corporation	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	42-1557530	  	

Table of Contents
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
MCSA, L.L.C.	 	 	AR	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	71-0785071	  	
Medical Center of Brownwood, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762425	  	
Merger Legacy Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-1344746	  	
MMC of Nevada, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	42-1543617	  	
Moberly Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	43-1651906	  	
MWMC Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-8007512	  	
Nanticoke Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-4577346	  	
National Healthcare of Leesville, Inc.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	95-4066162	  	
National Healthcare of Mt. Vernon, Inc.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	58-1622971	  	
National Healthcare of Newport, Inc.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	71-0616802	  	
Navarro Hospital, L.P.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762428	  	
Navarro Regional, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762429	  	
NC-DSH, LLC	 	 	NV	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	88-0305790	  	
Northampton Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	52-2325498	  	
Northwest Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762430	  	
NOV Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-8112009	  	
NRH, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762431	  	
Oak Hill Hospital Corporation	 	 	WV	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-0003893	  	
Oro Valley Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	52-2379881	  	
Palmer-Wasilla Health System, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762371	  	
Payson Hospital Corporation	 	 	AZ	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	86-0874009	  	
Peckville Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	45-2672049	  	
Pennsylvania Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	06-1694707	  	
Phillips Hospital Corporation	 	 	AR	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	75-2976342	  	
Phoenixville Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-1055060	  	

Table of Contents
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
Pottstown Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	06-1694708	  	
QHG Georgia Holdings II, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-1344786	  	
QHG Georgia Holdings, Inc.	 	 	GA	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	58-2386459	  	
QHG Georgia, LP	 	 	GA	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	58-2387537	  	
QHG of Bluffton Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1792274	  	
QHG of Clinton County, Inc.	 	 	IN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	35-2006952	  	
QHG of Enterprise, Inc.	 	 	AL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	63-1159023	  	
QHG of Forrest County, Inc.	 	 	MS	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1704095	  	
QHG of Fort Wayne Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	35-1946949	  	
QHG of Hattiesburg, Inc.	 	 	MS	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1704097	  	
QHG of Massillon, Inc.	 	 	OH	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	31-1472380	  	
QHG of South Carolina, Inc.	 	 	SC	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1587267	  	
QHG of Spartanburg, Inc.	 	 	SC	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	57-1040117	  	
QHG of Springdale, Inc.	 	 	AR	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1755664	  	
QHG of Warsaw Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1764509	  	
Quorum Health Resources, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1742954	  	
Red Bud Hospital Corporation	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	36-4444121	  	
Red Bud Illinois Hospital Company, LLC	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	36-4443919	  	
Regional Hospital of Longview, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762464	  	
River Region Medical Corporation	 	 	MS	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1576702	  	
Roswell Hospital Corporation	 	 	NM	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	74-2870118	  	
Ruston Hospital Corporation	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-8066937	  	
Ruston Louisiana Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-8066999	  	
SACMC, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762472	  	
Salem Hospital Corporation	 	 	NJ	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	22-3838322	  	

Table of Contents
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
San Angelo Community Medical Center, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762473	  	
San Angelo Medical, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1769697	  	
San Miguel Hospital Corporation	 	 	NM	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	74-2930034	  	
Scranton Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-4577223	  	
Scranton Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-4564798	  	
Scranton Quincy Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	45-2671991	  	
Scranton Quincy Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	45-2672023	  	
Shelbyville Hospital Corporation	 	 	TN	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-2909388	  	
Siloam Springs Arkansas Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-3635210	  	
Siloam Springs Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-3635188	  	
Southern Texas Medical Center, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1769737	  	
Spokane Valley Washington Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-1315140	  	
Spokane Washington Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-1315081	  	
Tennyson Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3943816	  	
Tomball Texas Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	45-2784214	  	
Tomball Texas Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	45-2856063	  	
Tooele Hospital Corporation	 	 	UT	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	87-0619248	  	
Triad Healthcare Corporation	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	75-2816101	  	
Triad Holdings III, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	75-2821745	  	
Triad Holdings IV, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1766957	  	
Triad Holdings V, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	51-0327978	  	
Triad Nevada Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-1639289	  	
Triad of Alabama, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762412	  	
Triad of Oregon, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1761990	  	
Triad-ARMC, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	46-0496926	  	

Table of Contents
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
Triad-El Dorado, Inc.	 	 	AR	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1628508	  	
Triad-Navarro Regional Hospital Subsidiary, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1681610	  	
Tunkhannock Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-4566015	  	
VHC Medical, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1769671	  	
Vicksburg Healthcare, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1752111	  	
Victoria Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1760818	  	
Victoria of Texas, L.P.	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1754940	  	
Virginia Hospital Company, LLC	 	 	VA	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	02-0691406	  	
Warren Ohio Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-3190619	  	
Warren Ohio Rehab Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-3190578	  	
Watsonville Hospital Corporation	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	91-1894113	  	
Waukegan Hospital Corporation	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3978400	  	
Waukegan Illinois Hospital Company, LLC	 	 	IL	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-3978521	  	
Weatherford Hospital Corporation	 	 	TX	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-5694260	  	
Weatherford Texas Hospital Company, LLC	 	 	TX	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-5694301	  	
Webb Hospital Corporation	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-0167530	  	
Webb Hospital Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	20-0167590	  	
Wesley Health System, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	52-2050792	  	
West Grove Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	25-1892279	  	
WHMC, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762551	  	
Wilkes-Barre Behavioral Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-3632720	  	
Wilkes-Barre Holdings, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-3632542	  	
Wilkes-Barre Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	26-3632648	  	
Williamston Hospital Corporation	 	 	NC	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1749107	  	
Women & Children’s Hospital, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762556	  	

Table of Contents
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Exact Name of
Additional Registrants*†	 	Jurisdiction of
Incorporation
or Formation	 	 	Principal
Executive
Offices	 	Primary Standard
Industrial
Classification
Code
Number	 	 	I.R.S. Employer
Identification No.	 	
Woodland Heights Medical Center, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762558	  	
Woodward Health System, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	62-1762418	  	
Youngstown Ohio Hospital Company, LLC	 	 	DE	  	 	4000 Meridian Boulevard Franklin, Tennessee 37067	 	 	8062	  	 	 	27-3074094	  	
 
*	The address, including zip code, and telephone number, including area code, of each of the additional Registrants’ principal executive offices is c/o Community Health Systems, Inc., 4000 Meridian Boulevard Franklin, Tennessee 37067, (615) 465-7000.	
†	The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the additional Registrants is Rachel A. Seifert, Community Health Systems, Inc., Executive Vice President, Secretary and General Counsel, 4000 Meridian Boulevard, Franklin, Tennessee 37067, (615) 465-7000.	

Table of Contents
PROSPECTUS

Community Health Systems, Inc.
Debt Securities
Preferred Stock
Securities Warrants
Common Stock
Depositary Shares
Guarantees of Debt Securities
CHS/Community Health Systems, Inc.
Debt Securities
Guarantees of Debt Securities
Community Health Systems, Inc. and CHS/Community Health Systems, Inc. may offer and sell, from time to time, in one or more offerings, any combination of the securities we describe in this prospectus. This prospectus also covers guarantees, if any, of our obligations under any debt securities, which may be given by one or more of our subsidiaries.
We will provide the specific terms of these securities in supplements to this prospectus. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. We urge you to read carefully this prospectus, any accompanying prospectus supplement, and any documents we incorporate by reference into this prospectus or any prospects supplement before you make your investment decision.
Our common stock is quoted on the New York Stock Exchange under the symbol “CYH.” If we decide to list or seek a quotation for any other securities, the prospectus supplement relating to those securities will disclose the exchange or market on which those securities will be listed or quoted.
Investing in our securities involves certain risks. See “Risk Factors” beginning on page 2 of this prospectus, in the applicable prospectus supplement and in our most recent annual report on Form 10-K, along with the disclosure related to the risk factors contained in our subsequent quarterly reports on Form 10-Q, as updated by our subsequent filings with the Securities and Exchange Commission, which are incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 23, 2012.

Table of Contents
TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	  	 	ii	  	
FORWARD-LOOKING STATEMENTS	  	 	iii	  	
WHERE YOU CAN FIND ADDITIONAL INFORMATION	  	 	v	  	
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	  	 	vi	  	
PROSPECTUS SUMMARY	  	 	1	  	
RISK FACTORS	  	 	2	  	
USE OF PROCEEDS	  	 	3	  	
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES	  	 	4	  	
DESCRIPTION OF THE SECURITIES WE MAY ISSUE	  	 	5	  	
DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES	  	 	9	  	
DESCRIPTION OF THE CAPITAL STOCK	  	 	12	  	
DESCRIPTION OF THE SECURITIES WARRANTS	  	 	15	  	
PLAN OF DISTRIBUTION	  	 	16	  	
LEGAL MATTERS	  	 	18	  	
EXPERTS	  	 	18	  	
 
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Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus, at any time and from time to time over the next three years, in one or more offerings.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference.” You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front thereof.
We have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part. You should read the exhibits carefully for provisions that may be important to you.
 
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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and any documents we incorporate by reference may include “forward-looking statements” within the meaning of the federal securities laws, which involve risks, assumptions and uncertainties. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “thinks” and similar expressions are forward-looking statements. These statements involve known and unknown risks, assumptions, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following:
 
 	•	 	general economic and business conditions, both nationally and in the regions in which we operate;	
 
 	•	 	implementation and effect of adopted and potential federal and state healthcare legislation;	
 
 	•	 	risks associated with our substantial indebtedness, leverage and debt service obligations;	
 
 	•	 	demographic changes;	
 
 	•	 	changes in, or the failure to comply with, governmental regulations;	
 
 	•	 	potential adverse impact of known and unknown government investigations, audits, and Federal and State False Claims Act litigation and other legal proceedings;	
 
 	•	 	our ability, where appropriate, to enter into and maintain managed care provider arrangements and the terms of these arrangements;	
 
 	•	 	changes in, or the failure to comply with, managed care provider contracts could result in disputes and changes in reimbursement that could be applied retroactively;	
 
 	•	 	changes in inpatient or outpatient Medicare and Medicaid payment levels;	
 
 	•	 	increases in the amount and risk of collectability of patient accounts receivable;	
 
 	•	 	increases in wages as a result of inflation or competition for highly technical positions and rising supply costs due to market pressure from pharmaceutical companies and new product releases;	
 
 	•	 	liabilities and other claims asserted against us, including self-insured malpractice claims;	
 
 	•	 	competition;	
 
 	•	 	our ability to attract and retain, at reasonable employment costs, qualified personnel, key management, physicians, nurses and other healthcare workers;	
 
 	•	 	trends toward treatment of patients in less acute or specialty healthcare settings, including ambulatory surgery centers or specialty hospitals;	
 
 	•	 	changes in medical or other technology;	
 
 	•	 	changes in U.S. generally accepted accounting principles;	
 
 	•	 	the availability and terms of capital to fund additional acquisitions or replacement facilities;	
 
 	•	 	our ability to successfully acquire additional hospitals or complete divestitures;	
 
 	•	 	our ability to successfully integrate any acquired hospitals or to recognize expected synergies from such acquisitions;	
 
 	•	 	our ability to obtain adequate levels of general and professional liability insurance;	
 
 	•	 	timeliness of reimbursement payments received under government programs; and	
 
 	•	 	the other risk factors set forth in our public filings with the SEC.	
 
iii

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Some of the other important factors that could cause actual results to differ materially from our expectations are disclosed elsewhere in, or incorporated by reference into, this prospectus and any accompanying prospectus supplement, including, without limitation, our Annual Reports on Form 10-K under “Risk Factors” and in conjunction with the forward-looking statements included in this prospectus. Although we believe that these statements are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this prospectus or the date of any accompanying prospectus supplement or the other documents incorporated by reference herein or therein. All subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. We do not undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
 
iv

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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are a reporting company under the Securities Exchange Act of 1934 and file annual, quarterly and current reports, proxy statements and other information with the SEC. The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at the SEC’s Internet web site, http://www.sec.gov, or through the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our common stock is listed.
Our Internet address is www.chs.net and the investor relations section of our website is located at www.chs.net/investor/index.html. We make available free of charge, through the investor relations section of our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to those reports, as soon as reasonably practical after they are filed with the SEC. Except as set forth under “Incorporation of Certain Documents by Reference,” information on our Internet website is not incorporated into this prospectus by reference and should not be considered a part of this prospectus or the registration statement of which it is a part . In addition, you may request copies of these filings at no cost through our Investor Relations Department at: Community Health Services, Inc., 4000 Meridian Boulevard, Franklin, TN 37067, Attn: Investor Relations Department; Telephone: (615) 465-7000.
We have filed with the SEC a registration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus or any prospectus supplement to a contract or other document of ours, the reference is only a summary. For a copy of the contract or other document, you should refer to the exhibits that are a part of the registration statement or incorporated by reference into the registration statement by the filing of a Form 8-K or otherwise. You may review a copy of the registration statement and the documents we incorporate by reference at the SEC’s Public Reference Room in Washington, D.C., as well as through the SEC’s Internet web site as listed above, or by contacting our Investor Relations Department, as described above.
 
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus information contained in documents that we file with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference into this prospectus is an important part of this prospectus, and information we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination or completion of the offering made by this prospectus (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules, including current reports on Form 8-K furnished under Item 2.02 and Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01)):
 
 	•	 	our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (including portions of our Proxy Statement for our 2012 Annual Meeting of Stockholders filed on April 5, 2012 (the “Proxy Statement”) with the SEC to the extent specifically incorporated by reference in such Form 10-K) filed on February 23, 2012;	
 
 	•	 	our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed on April 27, 2012;	
 
 	•	 	our Current Reports on Form 8-K filed on February 6, 2012, March 1, 2012, March 8, 2012, March 9, 2012, March 23, 2012, April 25, 2012, May 17, 2012 and May 24, 2012; and	
 
 	•	 	the description of our common stock on our Registration Statement on Form 8-A filed on June 5, 2000.	
You may request a copy of these filings at no cost, by writing or telephoning us as follows:
Community Health Systems, Inc.
4000 Meridian Boulevard, Franklin, TN 37067
Attn: Investor Relations Department
(615) 465-7000
You may also obtain a copy of these filings from our Internet web site at http://www.chs.net. Please note, however, that the information on our Internet web site is not incorporated by reference into this prospectus and should not be considered a part of this prospectus.
 
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PROSPECTUS SUMMARY
The following summary highlights information contained elsewhere in this prospectus. It does not contain all the information that may be important to you in making an investment decision. You should read this entire prospectus carefully, including the documents incorporated by reference herein, which are described under “Incorporation of Certain Documents by Reference” and “Where You Can Find Additional Information.” You should also carefully consider, among other things, the matters discussed in the section titled “Risk Factors.”
In this prospectus “we,” “us,” “our” and the “Company” refer to Community Health Systems, Inc., a Delaware corporation, and its consolidated subsidiaries, including CHS/Community Health Systems, Inc., unless the context otherwise requires. “CHS” refers to CHS/Community Health Systems, Inc., a Delaware corporation and a wholly owned subsidiary of Community Health Systems, Inc., and none of its subsidiaries.
Our Company
We are one of the largest publicly-traded operators of hospitals in the United States in terms of number of facilities and net operating revenues. We provide healthcare services through the hospitals that we own and operate in non-urban and selected urban markets. We generate revenues by providing a broad range of general and specialized hospital healthcare services to patients in the communities in which we are located. As of March 31, 2012, we owned or leased 134 hospitals comprised of 130 general acute care hospitals and four stand-alone rehabilitation or psychiatric hospitals. In addition, we own and operate home care agencies, located primarily in markets where we also operate a hospital, and through our wholly-owned subsidiary, Quorum Health Resources, LLC, or QHR, we provide management and consulting services to non-affiliated general acute care hospitals located throughout the United States. For the hospitals and home care agencies that we own and operate, we are paid for our services by governmental agencies, private insurers and directly by the patients we serve. For our management and consulting services, we are paid by the non-affiliated hospitals utilizing our services.
Historically, we have grown by acquiring hospitals and by improving the operations of our facilities. We generally target hospitals in growing, non-urban and selected urban healthcare markets for acquisition because of their favorable demographic and economic trends and competitive conditions. Because non-urban service areas have smaller populations, there are generally fewer hospitals and other healthcare service providers in these communities and generally a lower level of managed care presence in these markets. We believe that smaller populations support less direct competition for hospital-based services and these markets generally view the local hospital as an integral part of the community. Patients needing the most complex care are more often served by the larger, more specialized urban hospitals. We believe opportunities exist for skilled, disciplined operators in selected urban markets to create networks between urban hospitals and non-urban hospitals in order to expand the breadth of services offered in the non-urban hospitals while improving physician alignment in those markets and making it more attractive to managed care.
Our Corporate Information
Community Health Systems, Inc. was incorporated in the State of Delaware on June 6, 1996. CHS/Community Health Systems, Inc. was incorporated in the State of Delaware on March 25, 1985. Our principal executive offices are located at 4000 Meridian Boulevard, Franklin, Tennessee 37067, and our telephone number is (615) 465-7000. Our website is www.chs.net.  Information on our website shall not be deemed part of this prospectus.

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RISK FACTORS
Our business is subject to uncertainties and risks. You should consider carefully all of the information set forth in any accompanying prospectus supplement and the documents incorporated by reference herein and therein, unless expressly provided otherwise, including the risk factors incorporated by reference from our most recent annual report on Form 10-K, as updated by our quarterly reports on Form 10-Q and other filings we make with the SEC. The risks described in any document incorporated by reference herein are not the only ones we face, but are considered by us to be the most material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
 
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USE OF PROCEEDS
Unless indicated otherwise in any applicable prospectus supplement, we expect to use the net proceeds from the sale of our securities for our operations and for other general corporate purposes, including repayment or refinancing of borrowings, working capital, capital expenditures, investments, acquisitions and the repurchase of our outstanding securities. Additional information on the use of net proceeds from the sale of securities that we may offer from time to time by this prospectus may be set forth in the applicable prospectus supplement relating to a particular offering.
 
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COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for each of the periods shown on a consolidated basis. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings (loss) from continuing operations before income taxes, plus fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of debt discount, amortization of deferred financing costs and an interest factor attributable to operating leases.

 	 	Fiscal Years Ended December 31,	 	 	Three Months
Ended March 31,
2012	 	
 	 	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	 	 	
Earnings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations before provision for income taxes	 	$	111,858	  	 	$	366,287	  	 	$	447,662	  	 	$	518,894	  	 	$	473,547	  	 	$	145,537	  	
Income from equity investees	 	 	(25,136	) 	 	 	(42,073	) 	 	 	(36,531	) 	 	 	(45,443	) 	 	 	(49,491	) 	 	 	(12,013	) 	
Distributed income from equity investees	 	 	19,902	  	 	 	32,897	  	 	 	33,705	  	 	 	33,882	  	 	 	39,995	  	 	 	2,941	  	
Interest and amortization of deferred finance costs	 	 	356,488	  	 	 	643,397	  	 	 	643,608	  	 	 	647,593	  	 	 	644,410	  	 	 	152,175	  	
Amortization of capitalized interest	 	 	881	  	 	 	1,468	  	 	 	2,021	  	 	 	2,421	  	 	 	2,882	  	 	 	3,285	  	
Implicit rental interest expense	 	 	36,696	  	 	 	55,440	  	 	 	59,384	  	 	 	62,116	  	 	 	63,695	  	 	 	16,806	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Earnings	 	$	500,689	  	 	$	1,057,416	  	 	$	1,149,849	  	 	$	1,219,463	  	 	$	1,175,038	  	 	$	308,731	  	
Fixed Charges	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest and amortization of deferred finance costs	 	$	356,488	  	 	$	643,397	  	 	$	643,608	  	 	$	647,593	  	 	$	644,410	  	 	$	152,175	  	
Capitalized interest	 	 	19,009	  	 	 	22,087	  	 	 	16,649	  	 	 	11,316	  	 	 	20,998	  	 	 	7,199	  	
Implicit rental interest expense	 	 	36,696	  	 	 	55,440	  	 	 	59,384	  	 	 	62,116	  	 	 	63,695	  	 	 	16,806	  	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Fixed Charges	 	$	412,193	  	 	$	720,924	  	 	$	719,641	  	 	$	721,025	  	 	$	729,103	  	 	$	176,180	  	
Ratio of earnings to fixed charges	 	 	1.21x	  	 	 	1.47x	  	 	 	1.60x	  	 	 	1.69x	  	 	 	1.61x	  	 	 	1.75X	  	
 
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DESCRIPTION OF THE SECURITIES WE MAY ISSUE
Overview
This prospectus describes the securities we may issue from time to time. The remainder of this section provides some background information about the manner in which the securities may be held. The three sections following this section of the prospectus describe the terms of the basic categories of securities that we may issue pursuant to this prospectus:
 
 	•	 	our debt securities, which:	
 
 	•	 	may be senior or subordinated;	
 
 	•	 	may be secured or unsecured;	
 
 	•	 	may be convertible or exchangeable into our common stock or other securities;	
 
 	•	 	may be guaranteed by CHS and one or more of our other subsidiaries; or	
 
 	•	 	may be issued by CHS rather than us and guaranteed by us and/or one or more of our other subsidiaries;	
 
 	•	 	warrants to purchase our debt securities, preferred stock, depositary shares or common stock; and	
 
 	•	 	our common stock, preferred stock and depositary shares representing fractional shares of our preferred stock.	
Under SEC rules, we are required to present in our financial statements supplemental condensed consolidating financial information concerning us, CHS, our subsidiary guarantors, our subsidiary non-guarantors and eliminations. See the last three paragraphs of “Description of the Debt Securities and Guarantees of Debt Securities.”
Prospectus Supplements
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of any securities that we offer, as well as the other specific terms related to that offering. The prospectus supplement may also add to or change information contained in this prospectus. If so, the prospectus supplement should be read as superseding this prospectus. You should read both this prospectus and any applicable prospectus supplement together with the exhibits filed with our registration statement, of which this prospectus is a part, and the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation of Certain Documents by Reference.”
Legal Ownership of Securities
Holders of Securities
Book-Entry Holders. We will issue debt securities under this prospectus in book-entry form only, unless we specify otherwise in the applicable prospectus supplement. We may, but are not obligated to, issue shares of common stock, shares of preferred stock and securities warrants under this prospectus in book-entry form. If securities are issued in book-entry form, this means the securities will be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
We will only recognize the person in whose name a security is registered as the holder of that security. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the
 
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securities, and all payments on the securities will be made to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers, who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers. They are not obligated to do so under the terms of the securities.
As a result, investors of securities in book-entry form will not own these securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities. For more information about securities issued in global form, see “— Global Securities” below.
Street Name Holders. Alternatively, we may initially issue securities under this prospectus in non-global form. We may also terminate a global security at any time after it is issued. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses. In that event, the investor would hold only a beneficial interest in those securities through an account that the investor maintains at that institution.
For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities and all payments on those securities will be made to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders. We, and any third parties employed by us or acting on your behalf, including trustees, depositories and transfer agents, generally are obligated only to the legal holders of the securities. In a number of respects, we do not have direct obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.
For example, once we make a payment or give a notice to the legal holder, we have no further responsibility for the payment or notice even if that legal holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if we want to obtain the approval of the holders to amend an indenture, to relieve ourselves of the consequences of a default or of our obligation to comply with a particular provision of the indenture or for any other purpose, we would seek the approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is determined by the legal holders.
When we refer to you, we mean those who invest in the securities being offered by this prospectus, whether they are the legal holders or only indirect holders of those securities. When we refer to your securities, we mean the securities in which you hold a direct or indirect interest.
Special Considerations for Indirect Holders. If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:
 
 	•	 	how it handles securities payments and notices;	
 
 	•	 	whether it imposes fees or charges;	
 
 	•	 	how it would handle a request for the holders’ consent, if ever required;	
 
 	•	 	whether and how you can instruct it to send you securities registered in your own name so you can be a legal holder, if that is permitted in the future;	
 
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 	•	 	how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and	
 
 	•	 	if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.	
Global Securities
What is a Global Security? A global security represents one or any other number of individual securities. Generally, all securities represented by the same global securities will have the same terms. We may, however, issue a global security that represents multiple securities that have different terms and are issued at different times. We call this kind of global security a master global security.
A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise or as otherwise described in the applicable prospectus supplement. We describe those situations under “— Special Situations When a Global Security Will Be Terminated” below. As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
Special Considerations for Global Securities. As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of investor as a holder of securities and instead will deal only with the depositary that holds the global security.
If securities are issued only in the form of a global security, an investor should be aware of the following:
 
 	•	 	an investor cannot cause the securities to be registered in the name of the investor, and cannot obtain physical certificates for the investor’s interest in the securities, except in the special situations we describe below;	
 
 	•	 	an investor will be an indirect holder and must look to the investor’s own broker, bank or other financial institution for payments on the securities and protection of the investor’s legal rights relating to the securities, as we describe under “— Legal Ownership of Securities — Holders of Securities” above;	
 
 	•	 	an investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;	
 
 	•	 	an investor may not be able to pledge the investor’s interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;	
 
 	•	 	the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. Neither we nor any third parties employed by us or acting on your behalf, including trustees and transfer agents, have any responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. Neither we, the trustee, the transfer agent nor any other third parties supervise the depositary in any way;	
 
 	•	 	The Depository Trust Company (“DTC”) requires that those who purchase and sell interests in a global security within its book-entry system use immediately available funds and your broker, bank or other financial institution may require you to do so as well; and	
 
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 	•	 	brokers, banks and other financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the security. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.	
Special Situations When a Global Security Will Be Terminated. In some situations described below, a global security will be terminated and interests in it will be exchanged for certificates in non-global form representing the securities it represented. After that exchange, the choice of whether to hold the securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names so that they will be holders. We have described the rights of holders and street name investors under “— Legal Ownership of Securities — Holders of Securities” above.
The special situations for termination of a global security are as follows:
 
 	•	 	if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security, and we do not appoint another institution to act as depositary within a specified time period; or	
 
 	•	 	if we elect to terminate that global security.	
A prospectus supplement may also list additional situations for terminating a global security that would apply to that particular series of securities covered by that prospectus supplement. If a global security is terminated, the depositary has the sole responsibility for determining the institutions in whose names the securities represented by the global security will be registered and, therefore, who will be the holders of those securities.
 
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DESCRIPTION OF THE DEBT SECURITIES AND
GUARANTEES OF DEBT SECURITIES
We may issue debt securities from time to time in one or more distinct series. The debt securities will either be senior debt securities or subordinated debt securities. Senior debt securities will be issued under a senior indenture and subordinated debt securities will be issued under a subordinated indenture. Unless otherwise specified in the applicable prospectus supplement the trustee under the indentures will be Regions Bank. We will include in a supplement to this prospectus the specific terms of each series of debt securities being offered, including the terms, if any, on which a series of debt securities may be convertible into or exchangeable for common stock, preferred stock or other debt securities. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of the debt securities, their indentures and their guarantees, if any, are summaries of these provisions, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the debt securities, their indentures (including any amendments or supplements we may enter into from time to time which are permitted under each indenture) and their guarantees, if any.
The applicable prospectus supplement will specify whether such debt securities will be issued by the Company or CHS, and whether the debt securities will be guaranteed by the Company or CHS or one or more of our other subsidiaries. Unless otherwise specified in the prospectus supplement, the debt securities will be direct unsecured obligations of the issuer. The senior debt securities will rank equally with any of our other senior and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to any senior indebtedness. There may be subordinated debt securities that are senior or junior to other series of subordinated debt securities.
The applicable prospectus supplement will set forth the terms of each series of debt securities, including, if applicable:
 
 	•	 	the title of the debt securities and whether the debt securities will be senior debt securities or subordinated debt securities;	
 
 	•	 	any limit upon the aggregate principal amount of the debt securities;	
 
 	•	 	whether the debt securities will be issued as registered securities, bearer securities or both, and any restrictions on the exchange of one form of debt securities for another and on the offer, sale and delivery of the debt securities in either form;	
 
 	•	 	the date or dates on which the principal amount of the debt securities will mature;	
 
 	•	 	if the debt securities bear interest, the rate or rates at which the debt securities bear interest and the date or dates from which interest will accrue;	
 
 	•	 	if the debt securities bear interest, the dates on which interest will be payable and the regular record dates for interest payments;	
 
 	•	 	the place or places where the payment of principal, any premium and interest will be made, where the debt securities may be surrendered for transfer or exchange and where notices or demands to or upon us may be served;	
 
 	•	 	any optional redemption provisions, which would allow us to redeem the debt securities in whole or in part;	
 
 	•	 	any sinking fund or other provisions that would obligate us to redeem, repay or purchase the debt securities;	
 
 	•	 	if the currency in which the debt securities will be issuable is United States dollars, the denominations in which any registered securities will be issuable, if other than denominations of $1,000 and any	
 
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 	integral multiple thereof, and the denominations in which any bearer securities will be issuable, if other than the denomination of $5,000;	
 
 	•	 	if other than the entire principal amount, the portion of the principal amount of debt securities which will be payable upon a declaration of acceleration of the maturity of the debt securities;	
 
 	•	 	the events of default and covenants relevant to the debt securities, including, the inapplicability of any event of default or covenant set forth in the indenture relating to the debt securities, or the applicability of any other events of defaults or covenants in addition to the events of default or covenants set forth in the indenture relating to the debt securities;	
 
 	•	 	if a person other than Regions Bank is to act as trustee for the debt securities, the name and location of the corporate trust office of that trustee;	
 
 	•	 	if other than United States dollars, the currency in which the debt securities will be paid or denominated;	
 
 	•	 	if the debt securities are to be payable, at our election or the election of a holder of the debt securities, in a currency other than that in which the debt securities are denominated or stated to be payable, the terms and conditions upon which that election may be made, and the time and manner of determining the exchange rate between the currency in which the debt securities are denominated or stated to be payable and the currency in which the debt securities are to be so payable;	
 
 	•	 	the designation of the original currency determination agent, if any;	
 
 	•	 	if the debt securities are issuable as indexed securities, the manner in which the amount of payments of principal, any premium and interest will be determined;	
 
 	•	 	if the debt securities do not bear interest, the dates on which we will furnish to the trustee the names and addresses of the holders of the debt securities;	
 
 	•	 	provisions for the satisfaction and discharge or defeasance or covenant defeasance of the indenture with respect to the debt securities issued under that indenture;	
 
 	•	 	the date as of which any bearer securities and any global security will be dated if other than the date of original issuance of the first debt security of a particular series to be issued;	
 
 	•	 	whether the debt securities will be issued in whole or in part in the form of a global security or securities and, in that case, any depositary and global exchange agent for the global security or securities, whether the global form shall be permanent or temporary and, if applicable, the exchange date;	
 
 	•	 	if debt securities are to be issuable initially in the form of a temporary global security, the circumstances under which the temporary global security can be exchanged for definitive debt securities and whether the definitive debt securities will be registered securities, bearer securities or will be in global form and provisions relating to the payment of interest in respect of any portion of a global security payable in respect of an interest payment date prior to the exchange date;	
 
 	•	 	the extent and manner to which payment on or in respect of debt securities will be subordinated to the prior payment of our other liabilities and obligations;	
 
 	•	 	whether payment of any amount due under the debt securities will be guaranteed by one or more guarantors, including one or more of our subsidiaries;	
 
 	•	 	whether the debt securities may be converted or exchanged into or for common stock, preferred stock or other securities or property and the terms of any conversion provisions;	
 
 	•	 	whether the debt securities will be secured or unsecured;	
 
 	•	 	the forms of the debt securities; and	
 
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 	•	 	any other terms of the debt securities, which terms shall not be inconsistent with the requirements of the Trust Indenture Act of 1939, as amended.	
This prospectus is part of a registration statement that does not limit the aggregate principal amount of debt securities that we may issue and provides that we may issue debt securities from time to time in one or more series under one or more indentures, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture.
We intend to disclose any restrictive covenants for any issuance or series of debt securities in the applicable prospectus supplement.
As noted above, our debt securities may be guaranteed by CHS and one or more of our other subsidiaries, and debt securities issued by CHS may be guaranteed by us and/or one or more of our other subsidiaries, if so provided in the applicable prospectus supplement or other offering material. Unless otherwise provided in any prospectus supplement, and as updated for the creation, acquisition, winding-up or sale of subsidiaries, to the extent there are any guarantors of any new debt securities issued by CHS, the guarantors of such new debt securities will be identical to the guarantors under the 8.875% Senior Notes due 2015 and the 8.00% Senior Notes due 2019 of CHS as of the date these new debt securities are issued. Unless otherwise provided in any prospectus supplement, and as updated for the creation, acquisition, winding-up or sale of subsidiaries, to the extent there are any guarantors on any new debt securities we issue, the guarantors of our new debt securities will also be identical to the guarantors under CHS’s 8.875% Senior Notes due 2015 and 8.00% Senior Notes due 2019 as of the date these new debt securities are issued, except that (a) as the issuer of these new debt securities, we will not be providing a guarantee on these notes, and (b) to the extent it is not a co-issuer, CHS will be a guarantor of these new debt securities. The prospectus supplement or other offering material will describe the terms of any guarantees, including, among other things, the ranking of the guarantee, the method for determining the identity of the guarantors and the conditions under which guarantees will be added or released. Any guarantees will be joint and several obligations of the guarantors. The obligations of each guarantor under its guarantee will be limited as necessary to prevent the guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.
Under SEC rules, we are required to present in our financial statements supplemental condensed consolidating financial information concerning us, CHS, our subsidiary guarantors, our subsidiary non-guarantors and eliminations. This supplemental condensed consolidating financial information is presented in the notes to the financial statements included in our Annual Reports on Form 10-K and in our Quarterly Reports on Form 10-Q. Since the outstanding 8.875% Senior Notes due 2015 and the outstanding 8.00% Senior Notes due 2019 were issued by CHS and guaranteed by us (together with the subsidiary guarantors), the information relating to us in these supplemental condensed consolidating financial information footnotes is provided under the columns labeled “Parent Guarantor”, while the information relating to CHS is provided under the columns labeled “Issuer.” If we issue debt securities that are guaranteed by CHS and other subsidiary guarantors, the heading under the columns labeled “Parent Guarantor” will be modified in the future filings to read “Parent Guarantor / Issuer” and the heading under the columns labeled “Issuer” will be modified in future filings to read “Issuer / CHS.”
Since March 31, 2012, through acquisitions we have added additional subsidiary guarantors under CHS’s 8.875% Senior Notes due 2015 and 8.00% Senior Notes due 2019 for reasons permitted under the terms of the indentures relating to these notes. In the aggregate, these changes were not significant to the guarantors as reported in the supplemental condensed consolidating financial information included in the notes to the financial statements included in our Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q.
 
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DESCRIPTION OF THE CAPITAL STOCK
Our authorized capital stock consists of 400,000,000 shares of capital stock, consisting of 300,000,000 shares of common stock, par value $.01 per share, and 100,000,000 shares of preferred stock, par value $.01 per share. As of May 15, 2012, there were 91,900,821 shares of common stock issued and 90,925,272 shares of common stock outstanding and no shares of preferred stock issued or outstanding.
Common Stock
The following is a summary of the material terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. Accordingly, you should read carefully the more detailed provisions of our restated certificate of incorporation and restated by-laws.
Each outstanding share of our common stock entitles the holder to one vote, either in person or by proxy, on all matters submitted to a vote of stockholders, including the election of directors. There is no cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors then standing for election. Subject to preferences, which may be applicable to any outstanding shares of preferred stock, holders of common stock have equal and ratable rights to any dividends that may be declared by the board of directors out of legally available funds.
Holders of our common stock have no conversion, redemption or preemptive rights to subscribe for any of our securities. All outstanding shares of our common stock are fully paid and nonassessable. In the event of any liquidation, dissolution or winding-up of our affairs, holders of our common stock will be entitled to share ratably in our assets remaining after provision for payment of liabilities to creditors and preferences applicable to outstanding shares of preferred stock. The rights, preferences and privileges of holders of our common stock are subject to the rights of the holders of any outstanding shares of preferred stock.
Our common stock is traded on the New York Stock Exchange under the symbol “CYH.” The transfer agent and registrar for our common stock is Registrar and Transfer Company.
Preferred Stock and Depositary Shares Representing Fractional Shares of Preferred Stock
The following describes the general terms and provisions of the preferred stock we may offer by this prospectus. The applicable prospectus supplement will describe the specific terms of the series of the preferred stock then offered, and the terms and provisions described in this section will apply only to the extent not superseded by the terms of the applicable prospectus supplement.
This section is only a summary of the preferred stock that we may offer. We urge you to read carefully our restated certificate of incorporation and the certificate of designation we will file in relation to an issue of any particular series of preferred stock before you buy any preferred stock.
Our board of directors may, without further action of the stockholders, determine the following for each series of preferred stock, and any applicable prospectus supplement will describe:
 
 	•	 	the distinctive serial designation and the number of shares;	
 
 	•	 	the rate per annum and the times at and conditions upon which the holders of stock of such series shall be entitled to receive dividends, and whether such dividends shall be cumulative or noncumulative and if cumulative the terms upon which such dividends shall be cumulative;	
 
 	•	 	any voting rights of the shares, including without limitation the authority to confer multiple votes per share, voting rights as to specified matters or issues such as mergers, consolidations or sales of assets, or voting rights to be exercised either together with holders of common stock as a single class, or independently as a separate class;	
 
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 	•	 	the price or prices and the time or times at and the manner in which the stock of such series shall be redeemable;	
 
 	•	 	the rights to which the holders of the shares of stock of such series shall be entitled upon any voluntary or involuntary liquidation or winding up of us;	
 
 	•	 	the terms, if any, upon which the shares of stock of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes or of any other series of the same or any other class or classes, including the price or price or the rate or rates of conversion or exchange and the terms of adjustments if any; and	
 
 	•	 	any other designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof so far as they are not inconsistent with the provisions of our certificate of incorporation, as amended, and to the full extent permitted by the laws of Delaware.	
The preferred stock, when issued, will be fully paid and non-assessable. Unless the applicable prospectus supplement provides otherwise, the preferred stock will have no preemptive rights to subscribe for any additional securities that may be issued by us in the future. The transfer agent and registrar for the preferred stock and any depositary shares will be specified in the applicable prospectus supplement.
We may elect to offer depositary shares represented by depositary receipts. If we so elect, each depositary share will represent a fractional interest in a share of preferred stock with the amount of the fractional interest to be specified in the applicable prospectus supplement. If we issue depositary shares representing interests in shares of preferred stock, those shares of preferred stock will be deposited with a depositary.
The shares of any series of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million. The applicable prospectus supplement will set forth the name and address of the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying the depositary share. Those rights include any dividend, voting, redemption, conversion and liquidation rights.
The depositary shares will be evidenced by depositary receipts issued under the deposit agreement. If you purchase fractional interests in shares of the related series of preferred stock, you will receive depositary receipts as described in the applicable prospectus supplement. While the final depositary receipts are being prepared, we may order the depositary to issue temporary depositary receipts substantially identical to the final depositary receipts although not in final form. The holders of the temporary depositary receipts will be entitled to the same rights as if they held the depositary receipts in final form. Holders of the temporary depositary receipts can exchange them for the final depositary receipts at our expense.
Anti-takeover effects of our certificate of incorporation and by-laws and provisions of Delaware law
A number of provisions in our certificate of incorporation, by-laws and Delaware law may make it more difficult to acquire control of us. These provisions could deprive the stockholders of opportunities to realize a premium on the shares of common stock owned by them. In addition, these provisions may adversely affect the prevailing market price of our common stock. These provisions are intended to:
 
 	•	 	discourage certain types of transactions which may involve an actual or threatened change of control of our company;	
 
 	•	 	discourage certain tactics that may be used in proxy fights; and	
 
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 	•	 	encourage persons seeking to acquire control of our company to consult first with the board of directors to negotiate the terms of any proposed business combination or offer.	
Advance notice procedures for stockholder proposals and director nominations. Our by-laws provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder’s notice generally must be delivered to or mailed and received at our principal executive offices not less than 45 or more than 75 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s annual meeting of stockholders. However, if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, to be timely, notice by the stockholder must be delivered not later than the close of business on the later of the 90th day prior to the annual meeting or the 10th day following the day on which public announcement of the date of the meeting is first made. The by-laws also specify certain requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.
Preferred stock. The ability of our board to establish the rights and issue substantial amounts of preferred stock without the need for stockholder approval, while providing desirable flexibility in connection with possible acquisitions, financings, and other corporate transactions, may, among other things, discourage, delay, defer, or prevent a change of control of the company.
Authorized but unissued shares of common stock. The authorized but unissued shares of common stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
 
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DESCRIPTION OF THE SECURITIES WARRANTS
This section describes the general terms and provisions of the securities warrants that we may offer by this prospectus. The applicable prospectus supplement will describe the specific terms of the securities warrants then offered, and the terms and provisions described in this section will apply only to the extent not superseded by the terms of the applicable prospectus supplement.
We may issue securities warrants for the purchase of senior debt securities, subordinated debt securities, preferred stock, depositary shares or common stock. Securities warrants may be issued alone or together with senior debt securities, subordinated debt securities, preferred stock, depositary shares or common stock offered by any prospectus supplement and may be attached to or separate from those securities. Each series of securities warrants will be issued under warrant agreements between us and a bank or trust company, as warrant agent, which will be described in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the securities warrants and will not act as an agent or trustee for any holders or beneficial holders of securities warrants.
If securities warrants for the purchase of senior debt securities or subordinated debt securities are offered, the applicable prospectus supplement will describe the terms of those securities warrants, including the following if applicable:
 
 	•	 	the offering price;	
 
 	•	 	the currencies in which the securities warrants are being offered;	
 
 	•	 	the designation, aggregate principal amount, currencies, denominations and terms of the series of the senior debt securities or subordinated debt securities that can be purchased upon exercise;	
 
 	•	 	the designation and terms of any series of senior debt securities or subordinated debt securities with which the securities warrants are being offered and the number of securities warrants offered with each senior debt security or subordinated debt security;	
 
 	•	 	the date on and after which the holder of the securities warrants can transfer them separately from the series of senior debt securities or subordinated debt securities;	
 
 	•	 	the principal amount of the series of senior debt securities or subordinated debt securities that can be purchased upon exercise and the price at which and currencies in which the principal amount may be purchased upon exercise;	
 
 	•	 	the date on which the right to exercise the securities warrants begins and the date on which the right expires; and	
 
 	•	 	any other terms of the securities warrants.	
If securities warrants for the purchase of preferred stock are offered, the applicable prospectus supplement will also describe the terms of the preferred stock into which the securities warrants are exercisable as described under “Description of the Capital Stock — Preferred Stock and Depositary Shares Representing Fractional Shares of Preferred Stock.”
 
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PLAN OF DISTRIBUTION
General
We may offer and sell securities in one or more transactions from time to time to or through underwriters, who may act as principals or agents, directly to other purchasers or through agents to other purchasers or through any combination of these methods.
A prospectus supplement relating to a particular offering of securities may include the following information:
 
 	•	 	the terms of the offering;	
 
 	•	 	the names of any underwriters or agents;	
 
 	•	 	the purchase price of the securities;	
 
 	•	 	the net proceeds to us from the sale of the securities;	
 
 	•	 	any delayed delivery arrangements;	
 
 	•	 	any underwriting discounts and other items constituting underwriters’ compensation;	
 
 	•	 	any initial public offering price; and	
 
 	•	 	any discounts or concessions allowed or reallowed or paid to dealers.	
The distribution of the securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices in block trades, or in underwritten offerings or in other types of trades.
Underwriting Compensation
We may offer these securities to the public through underwriting syndicates represented by a managing underwriter or managing underwriters or through an underwriter or underwriters without an underwriting syndicate. If underwriters are used for the sale of securities, the securities will be acquired by the underwriters for their own account. The underwriters may resell the securities in one or more transactions, including in negotiated transactions at a fixed public offering price or at varying prices determined at the time of sale. In connection with any such underwritten sale of securities, underwriters may receive compensation from us or from purchasers for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell securities to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents.
If we use an underwriter or underwriters in the sale of particular securities, we will execute an underwriting agreement with those underwriters at the time of sale of those securities. The names of the underwriters will be set forth in the prospectus supplement used by the underwriters to sell those securities. Unless otherwise indicated in the prospectus supplement relating to a particular offering of securities, the obligations of the underwriters to purchase the securities will be subject to customary conditions precedent and the underwriters will be obligated to purchase all of the securities offered if any of the securities are purchased.
Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters under the Securities Act of 1933, as amended (the “Securities Act”). Any discounts or commissions that they receive from us and any profit that they receive on the resale of securities may be deemed to be underwriting discounts and commissions under the Securities Act. If any entity is deemed an underwriter or any amounts deemed underwriting discounts and commissions, the prospectus supplement will identify the underwriter or agent and describe the compensation received from us.
 
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Indemnification
We may enter agreements under which underwriters and agents who participate in the distribution of securities may be entitled to indemnification by us against various liabilities, including liabilities under the Securities Act, and to contribution with respect to payments which the underwriters, dealers or agents may be required to make.
Related Transactions
Various of the underwriters who participate in the distribution of securities, and their affiliates, may perform various commercial banking and investment banking services for us from time to time in the ordinary course of business.
Delayed Delivery Contracts
We may authorize underwriters or other persons acting as our agents to solicit offers by institutions to purchase securities from us pursuant to contracts providing for payment and delivery on a future date. These institutions may include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases we must approve these institutions. The obligations of any purchaser under any of these contracts will be subject to the condition that the purchase of the securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and other agents will not have any responsibility in respect of the validity or performance of these contracts.
Price Stabilization and Short Positions
If underwriters or dealers are used in the sale, until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters to bid for and purchase the securities. As an exception to these rules, representatives of any underwriters are permitted to engage in transactions that stabilize the price of the securities. These transactions may consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the securities in connection with the offering (that is, if they sell more securities than are set forth on the cover page of the prospectus supplement) the representatives of the underwriters may reduce that short position by purchasing securities in the open market.
We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the securities. In addition, we make no representation that the representatives of any underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.
Selling securityholders may use this prospectus in connection with resales of the securities. The applicable prospectus supplement will identify the selling securityholders, the terms of the securities and any material relationships between us and the selling securityholders. Selling securityholders may be deemed to be underwriters under the Securities Act in connection with the securities they resell and any profits on the sales may be deemed to be underwriting discounts and commissions under the Securities Act. Unless otherwise set forth in a prospectus supplement, the selling securityholders will receive all the net proceeds from the resale of the securities.
 
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LEGAL MATTERS
Certain matters relating to Delaware and New York law will be passed upon by Kirkland & Ellis LLP.
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference from Community Health Systems, Inc.’s current report on Form 8-K filed on May 24, 2012, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Additionally, the consolidated financial statement schedule and the effectiveness of Community Health Systems, Inc. and its subsidiaries internal control over financial reporting, incorporated in this prospectus by reference from Community Health Systems, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given their authority as experts in accounting and auditing.
 
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Community Health Systems, Inc.
Debt Securities
Preferred Stock
Securities Warrants
Common Stock
Depositary Shares
Guarantees of Debt Securities
CHS/Community Health Systems, Inc.
Debt Securities
Guarantees of Debt Securities

PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date of this prospectus. We are not making an offer of these securities in any state where the offer is not permitted.

 

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of the estimated expenses, to be paid solely by the registrant, of the issuance and distribution of the securities being registered hereby:

Securities and Exchange Commission registration fee	  	$	(1	) 	
Printing and engraving expenses	  	 	(2	) 	
Accounting fees and expenses	  	 	(2	) 	
Legal fees and expenses	  	 	(2	) 	
Rating agency fees and expenses	  	 	(2	) 	
Trustee’s fees and expenses (including counsel’s fees)	  	 	(2	) 	
Miscellaneous expenses	  	 	(2	) 	
Total	  	$	(2	) 	
 
(1)	In accordance with Rules 456(b) and 457(r), we are deferring payment of the registration fee.	
(2)	As the amount of securities to be issued, offered and sold pursuant to this registration statement is indeterminate, the actual amount of such fees and expenses cannot be estimated at this time. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement.	
 
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Item 15. Indemnification of Directors and Officers.
Alabama
Centre Hospital Corporation, Foley Hospital Corporation, Fort Payne Hospital Corporation, Greenville Hospital Corporation and QHG of Enterprise, Inc. are all incorporated under the laws of the State of Alabama.
Section 10-2B-8.50 of the Alabama Business Corporation Act allows corporations to indemnify a director, officer, or employee, or former director, officer, or employee against liability incurred in connection with a proceeding, in which the director, officer or employee is made a party by reason of being or having been a director, officer, or employee if the individual conducted himself or herself in good faith and reasonably believed that the conduct was in the best interests of the corporation or at least not opposed to its best interests; and in the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful.
The bylaws of each of Centre Hospital Corporation, Foley Hospital Corporation, Fort Payne Hospital Corporation, Greenville Hospital Corporation and QHG of Enterprise, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Alabama Business Corporation Act.
Arizona
Bullhead City Hospital Corporation and Payson Hospital Corporation are incorporated under the laws of the State of Arizona.
Section 10-851 of the Arizona Revised Statutes permits a corporation to indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if all of the following conditions exist: (a) the individual’s conduct was in good faith; (b) the individual reasonably believed in the case of conduct in an official capacity with the corporation, that the conduct was in its best interests and in all other cases, that the conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceedings, the individual had no reasonable cause to believe the conduct was unlawful. Section 10-851 of the Arizona Revised Statutes permits a corporation to indemnify an individual made a party to a proceeding because the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation pursuant to section 10-202, subsection B, paragraph 2 of the Arizona Revised Statutes. The termination of a proceeding by judgment, order, settlement or conviction or on a plea of no contest or its equivalent is not of itself determinative that the director did not meet the standard of conduct described in this section. Under Arizona Revised Statutes, a corporation may not indemnify a director under this section either: (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (b) in connection with any other proceeding charging improper financial benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that financial benefit was improperly received by the director. Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
The bylaws of each of Bullhead City Hospital Corporation and Payson Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Arizona Revised Statutes.
Arkansas
Forrest City Arkansas Hospital Company, LLC, Forrest City Hospital Corporation, MCSA, L.L.C., Phillips Hospital Corporation, QHG of Springdale, Inc. and Triad-El Dorado, Inc. are all incorporated or organized under the laws of the State of Arkansas.
Section 4-32-404 of Arkansas’ Small Business Entity Tax Pass Through Act provides that a limited liability company’s operating agreement may: (a) eliminate or limit the personal liability of a member or manager for
 
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monetary damages for breach of any duty provided for in Section 4-32-402 and (b) provide for indemnification of a member or manager for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which a person is a party because the person is or was a member or manager.
Section 4-27-850 of the Arkansas 1987 Business Corporation Act allows a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
The Limited Liability Company Agreements of each of Forrest City Arkansas Hospital Company, LLC and MCSA, L.L.C. provide, to the fullest extent authorized by Arkansas’ Small Business Entity Tax Pass Through Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.
The bylaws of each of Forrest City Hospital Corporation, Phillips Hospital Corporation, QHG of Springdale, Inc. and Triad-El Dorado, Inc. provide for the indemnification of all current and former directors and officers to the fullest extent permitted by the Arkansas 1987 Business Corporation Act.
Delaware
CHS/Community Health Systems, Inc., Community Health Systems, Inc., Abilene Hospital, LLC, Abilene Merger, LLC, Affinity Health Systems, LLC, Affinity Hospital, LLC, Berwick Hospital Company, LLC, Birmingham Holdings, LLC, Birmingham Holdings II, LLC, Bluefield Holdings, LLC, Bluefield Hospital Company, LLC, Blue Island Hospital Company, LLC, Blue Island Illinois Holdings, LLC, Bluffton Health System, LLC, Brownwood Hospital, L.P., Brownwood Medical Center, LLC, Bullhead City Hospital Investment Corporation, Carlsbad Medical Center, LLC, CHHS Holdings, LLC, CHS Kentucky Holdings, LLC, CHS Pennsylvania Holdings, LLC, CHS Virginia Holdings, LLC, CHS Washington Holdings, LLC, Clarksville Holdings, LLC, Cleveland Tennessee Hospital Company, LLC, College Station Hospital, L.P., College Station Medical Center, LLC, College Station Merger, LLC, Community GP Corp., Community Health Investment Company, LLC, Community LP Corp., CP Hospital GP, LLC, CPLP, LLC, Crestwood Hospital, LLC, Crestwood Hospital, LP, LLC, CSMC, LLC, CSRA Holdings, LLC, Deaconess Holdings, LLC, Deaconess Hospital Holdings, LLC, Desert Hospital Holdings, LLC, Detar Hospital, LLC, DHFW Holdings, LLC, DHSC, LLC, Dukes Health System, LLC, Fallbrook Hospital Corporation, Gadsden Regional Medical Center, LLC, GRMC Holdings, LLC, Hallmark Healthcare Company, LLC, Hobbs Medco, LLC, Hospital of Barstow, Inc., Kirksville Hospital Company, LLC, Lancaster Hospital Corporation, Las Cruces Medical Center, LLC, Lea Regional Hospital, LLC, Longview Clinic Operations Company, LLC, Longview Medical Center, L.P., Longview Merger, LLC, LRH, LLC, Lutheran Health Network of Indiana, LLC, Massillon Community Health System LLC, Massillon Health System LLC, Massillon Holdings, LLC, McKenzie Tennessee Hospital Company, LLC, Medical Center of Brownwood, LLC, Merger Legacy Holdings, LLC, MMC of Nevada, LLC, Moberly Hospital Company, LLC, MWMC Holdings, LLC, Nanticoke Hospital Company, LLC, National Healthcare of Leesville, Inc., National Healthcare of Mt. Vernon, Inc., National Healthcare of Newport, Inc.,
 
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Navarro Hospital, L.P., Navarro Regional, LLC, Northampton Hospital Company, LLC, Northwest Hospital, LLC, NOV Holdings, LLC, NRH, LLC, Oro Valley Hospital, LLC, Palmer-Wasilla Health System, LLC, Peckville Hospital Company, LLC, Pennsylvania Hospital Company, LLC, Phoenixville Hospital Company, LLC, Pottstown Hospital Company, LLC, QHG Georgia Holdings II, LLC, QHG of Bluffton Company, LLC, QHG of Fort Wayne Company, LLC, QHG of Warsaw Company, LLC, Quorum Health Resources, LLC, Regional Hospital of Longview, LLC, Ruston Hospital Corporation, Ruston Louisiana Hospital Company, LLC, SACMC, LLC, San Angelo Community Medical Center, LLC, San Angelo Medical, LLC, Scranton Holdings, LLC, Scranton Hospital Company, LLC, Scranton Quincy Holdings, LLC, Scranton Quincy Hospital Company, LLC, Siloam Springs Arkansas Hospital Company, LLC, Siloam Springs Holdings, LLC, Southern Texas Medical Center, LLC, Spokane Valley Washington Hospital Company, LLC, Spokane Washington Hospital Company, LLC, Tennyson Holdings, LLC, Tomball Texas Holdings, LLC, Tomball Texas Hospital Company, LLC, Triad Healthcare Corporation, Triad Holdings III, LLC, Triad Holdings IV, LLC, Triad Holdings V, LLC, Triad Nevada Holdings, LLC, Triad of Alabama, LLC, Triad of Oregon, LLC, Triad-ARMC, LLC, Triad-Navarro Regional Hospital Subsidiary, LLC, Tunkhannock Hospital Company, LLC, VHC Medical, LLC, Vicksburg Healthcare, LLC, Victoria Hospital, LLC, Victoria of Texas, L.P., Warren Ohio Hospital Company, LLC, Warren Ohio Rehab Hospital Company, LLC, Watsonville Hospital Corporation, Webb Hospital Corporation, Webb Hospital Holdings, LLC, Wesley Health System, LLC, West Grove Hospital Company, LLC, WHMC, LLC, Wilkes-Barre Behavioral Hospital Company, LLC, Wilkes-Barre Holdings, LLC, Wilkes-Barre Hospital Company, LLC, Women & Children’s Hospital, LLC, Woodland Heights Medical Center, LLC, Woodward Health System, LLC and Youngstown Ohio Hospital Company, LLC are all incorporated or organized under the laws of the State of Delaware.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.
The Limited Liability Company Agreements of each of Abilene Hospital, LLC, Abilene Merger, LLC, Affinity Health Systems, LLC, Affinity Hospital, LLC, Berwick Hospital Company, LLC, Birmingham Holdings, LLC, Birmingham Holdings II, LLC, Bluefield Holdings, LLC, Bluefield Hospital Company, LLC,
 
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Blue Island Hospital Company, LLC, Blue Island Illinois Holdings, LLC, Bluffton Health System, LLC, Brownwood Medical Center, LLC, Carlsbad Medical Center, LLC, CHHS Holdings, LLC, CHS Kentucky Holdings, LLC, CHS Pennsylvania Holdings, LLC, CHS Virginia Holdings, LLC, CHS Washington Holdings, LLC, Clarksville Holdings, LLC, Cleveland Tennessee Hospital Company, LLC, College Station Medical Center, LLC, College Station Merger, LLC, Community Health Investment Company, LLC, CP Hospital GP, LLC, CPLP, LLC, Crestwood Hospital, LLC, Crestwood Hospital, LP, LLC, CSMC, LLC, CSRA Holdings, LLC, Deaconess Holdings, LLC, Deaconess Hospital Holdings, LLC, Desert Hospital Holdings, LLC, Detar Hospital, LLC, DHFW Holdings, LLC, DHSC, LLC, Dukes Health System, LLC, Gadsden Regional Medical Center, LLC, GRMC Holdings, LLC, Hallmark Healthcare Company, LLC, Hobbs Medco, LLC, Kirksville Hospital Company, LLC, Las Cruces Medical Center, LLC, Lea Regional Hospital, LLC, Longview Clinic Operations Company, LLC, Longview Merger, LLC, LRH, LLC, Lutheran Health Network of Indiana, LLC, Massillon Community Health System LLC, Massillon Health System LLC, Massillon Holdings, LLC, McKenzie Tennessee Hospital Company, LLC, Medical Center of Brownwood, LLC, Merger Legacy Holdings, LLC, MMC of Nevada, LLC, Moberly Hospital Company, LLC, MWMC Holdings, LLC, Nanticoke Hospital Company, LLC, Navarro Regional, LLC, Northampton Hospital Company, LLC, Northwest Hospital LLC, NOV Holdings, LLC, NRH, LLC, Oro Valley Hospital, LLC, Palmer-Wasilla Health System, LLC, Peckville Hospital Company, LLC, Pennsylvania Hospital Company, LLC, Phoenixville Hospital Company, LLC, Pottstown Hospital Company, LLC, QHG Georgia Holdings II, LLC, QHG of Bluffton Company, LLC, QHG of Fort Wayne Company, LLC, QHG of Warsaw Company, LLC, Quorum Health Resources, LLC, Regional Hospital of Longview, LLC, Ruston Louisiana Hospital Company, LLC, SACMC, LLC, San Angelo Community Medical Center, LLC, San Angelo Medical, LLC, Scranton Holdings, LLC, Scranton Hospital Company, LLC, Scranton Quincy Holdings, LLC, Scranton Quincy Hospital Company, LLC, Siloam Springs Arkansas Hospital Company, LLC, Siloam Springs Holdings, LLC, Southern Texas Medical Center, LLC, Spokane Valley Washington Hospital Company, LLC, Spokane Washington Hospital Company, LLC, Tennyson Holdings, LLC, Tomball Texas Holdings, LLC, Tomball Texas Hospital Company, LLC, Triad Holdings III, LLC, Triad Holdings IV, LLC, Triad Holdings V, LLC, Triad Nevada Holdings, LLC, Triad of Alabama, LLC, Triad of Oregon, LLC, Triad-ARMC, LLC, Triad-Navarro Regional Hospital Subsidiary, LLC, Tunkhannock Hospital Company, LLC, VHC Medical, LLC, Vicksburg Healthcare, LLC, Victoria Hospital, LLC, Warren Ohio Hospital Company, LLC, Warren Ohio Rehab Hospital Company, LLC, Webb Hospital Holdings, LLC, Wesley Health System, LLC, West Grove Hospital Company, LLC, WHMC, LLC, Wilkes-Barre Behavioral Hospital Company, LLC, Wilkes-Barre Holdings, LLC, Wilkes-Barre Hospital Company, LLC, Women & Children’s Hospital, LLC, Woodland Heights Medical Center, LLC, Woodward Healthy System, LLC and Youngstown Ohio Hospital Company, LLC provide, to the fullest extent authorized by the Delaware Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the companies.
The Bylaws of CHS/Community Health Systems, Inc., Community Health Systems, Inc., Bullhead City Hospital Investment Corporation, Community GP Corp., Community LP Corp., Fallbrook Hospital Corporation, Hospital of Barstow, Inc., Lancaster Hospital Corporation, National Healthcare of Leesville, Inc., National Healthcare of Mt. Vernon, Inc., National Healthcare of Newport, Inc., Ruston Hospital Corporation, Triad Healthcare Corporation, Watsonville Hospital Corporation, and Webb Hospital Corporation provide for the indemnification of all current and former directors and officers to the fullest extent permitted by the DGCL.
The Certificate of Incorporation of each of CHS/Community Health Systems, Inc., Community Health Systems, Inc., Bullhead City Hospital Investment Corporation, Community GP Corp., Community LP Corp., Fallbrook Hospital Corporation, Hospital of Barstow, Inc., Lancaster Hospital Corporation, National Healthcare of Leesville, Inc., Ruston Hospital Corporation, Triad Healthcare Corporation, Watsonville Hospital Corporation, and Webb Hospital Corporation provides for the indemnification of all directors and officers to the fullest extent permitted by the DGCL.
The Limited Partnership Agreements of each of Brownwood Hospital, L.P., College Station Hospital, L.P., Longview Medical Center, L.P., Navarro Hospital, L.P., and Victoria of Texas, L.P. provide, to the fullest extent
 
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authorized by the Delaware Revised Uniform Limited Partnership Act, for the indemnification of any partner, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a partner, manager, officer or employee of the companies.
Georgia
QHG Georgia Holdings, Inc. and QHG Georgia, L.P. are incorporated or organized under the laws of the State of Georgia.
Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation Code provides for the indemnification of officers and directors by the corporation under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director of the corporation. Under the Georgia Business Corporation Code, a corporation may purchase insurance on behalf of an officer or director of the corporation incurred in his or her capacity as an officer or director regardless of whether the person could be indemnified under the Georgia Business Corporation Code.
Section 14-9-108 of the Georgia Revised Uniform Limited Partnership Act provides for the indemnification of partners by the partnership from and against any and all claims and demands whatsoever, except for (1) intentional misconduct or a knowing violation of law; or (2) any transaction for which the Indemnitee received a personal benefit in violation or breach of any provision of the partnership agreement.
The bylaws of QHG Georgia Holdings, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Georgia Business Corporation Code.
The Agreement of Limited Partnership of QHG Georgia, L.P. provides for the indemnification of the general partner to the fullest extent permitted by the Georgia Revised Uniform Limited Partnership Act.
Illinois
Anna Hospital Corporation, Galesburg Hospital Corporation, Granite City Hospital Corporation, Granite City Illinois Hospital Company, LLC, Marion Hospital Corporation, Red Bud Hospital Corporation, Red Bud Illinois Hospital Company, LLC, Waukegan Hospital Corporation and Waukegan Illinois Hospital Company, LLC are incorporated or organized under the laws of the State of Illinois.
Section 15-7 of the Illinois Limited Liability Company Act states that a limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.
Section 8.75 of the Illinois Business Corporation Act of 1983 provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. An Illinois corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification
 
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is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.
The Limited Liability Company Agreement of each of Granite City Illinois Hospital Company, LLC, Red Bud Illinois Hospital Company, LLC and Waukegan Illinois Hospital Company, LLC, provide, to the fullest extent authorized by the Illinois Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.
The bylaws of each of Anna Hospital Corporation, Galesburg Hospital Corporation, Granite City Hospital Corporation, Marion Hospital Corporation, Red Bud Hospital Corporation and Waukegan Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Illinois Business Corporation Act of 1983.
Indiana
Frankfort Health Partner, Inc. and QHG of Clinton County, Inc. are incorporated under the laws of the State of Indiana.
Under Section 23-1-37-8 of the Indiana Business Corporation Law, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the individual’s conduct was in good faith; and (2) the individual reasonably believed: (A) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; and (B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the individual either: (A) had reasonable cause to believe the individual’s conduct was lawful; or (B) had no reasonable cause to believe the individual’s conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).
The bylaws of Frankfort Health Partner, Inc. and QHG of Clinton County, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Indiana Business Corporation Law.
Kentucky
Hospital of Fulton, Inc., Hospital of Louisa, Inc. and Jackson Hospital Corporation (KY) are incorporated under the laws of the State of Kentucky.
Section 271B.8-510 of the Kentucky Business Corporation Act permits a corporation to indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1)(a) he conducted himself in good faith; (b) he reasonably believed (i) in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation; and (ii) in all other cases, that his conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b)2 of this section.
The bylaws of each of Hospital of Fulton, Inc., Hospital of Louisa, Inc. and Jackson Hospital Corporation (KY) provide for the indemnification of directors and officers to the fullest extent permitted by the Kentucky Business Corporation Act.
 
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Mississippi
QHG of Forrest County, Inc., QHG of Hattiesburg, Inc. and River Region Medical Corporation are incorporated under the laws of the State of Mississippi.
Sections 79-4-8.50 through 79-4-8.59 of the Mississippi Business Corporation Act provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, if the person’s conduct was in good faith and reasonably believed: (1) in the case of conduct in the person’s official capacity, that (A) the conduct was in the best interests of the corporation; and (B) in all other cases that the person’s conduct was at least not opposed to the best interests of the corporation; and (2) in the case of any criminal action, the person either (A) had reasonable cause to believe the person’s conduct was lawful; or (B) had no reasonable cause to believe the person’s conduct was unlawful.
The bylaws of each of QHG of Forrest County, Inc., QHG of Hattiesburg, Inc. and River Region Medical Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Mississippi Business Corporation Act.
Nevada
NC-DSH, LLC is organized under the laws of the State of Nevada.
Under Sections 86.411 and 86.412 of Nevada’s Limited Liability Company Act, a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the limited liability company, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. To the extent that a manager, member, employee or agent of a limited liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter therein, the company shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense.
If unsuccessful in defense of a third-party civil suit or a criminal suit, or if such a suit is settled, an Indemnitee may be indemnified under Nevada law against both (i) expenses, including attorneys’ fees, and (ii) judgments, fines, and amounts paid in settlement if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the registrant, and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the registrant, where the suit is settled, an Indemnitee may be indemnified under Nevada law only against expenses (including attorneys’ fees) actually and reasonably incurred in the defense or settlement of the suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the registrant except that if the
 
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Indemnitee is adjudged to be liable for a breach of fiduciary duty or misconduct, fraud, or a knowing violation of law in the performance of his or her duty to the registrant, he or she cannot be made whole even for expenses unless a court determines that he or she is fully and reasonably entitled to indemnification for such expenses.
Also under Nevada law, expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the registrant in advance of the final disposition of the suit, action, or proceeding upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the registrant. The registrant may also advance expenses incurred by other employees and agents of the registrant upon such terms and conditions, if any, that the board of directors of the registrant deems appropriate.
The Operating Agreement of NC-DSH, LLC provides for the indemnification of directors and officers to the fullest extent permitted by the Nevada Limited Liability Company Act.
New Jersey
Salem Hospital Corporation is incorporated under the laws of the State of New Jersey.
Section 14A: 3-5 of the New Jersey Business Corporation Act provides that any corporation organized for any purpose under any general or special law of this State shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if: (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful. Any corporation organized for any purpose under any general or special law of this New Jersey shall have the power to indemnify a corporate agent against his expenses in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor which involves the corporate agent by reason of his being or having been such corporate agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation.
The bylaws of Salem Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the New Jersey Business Corporation Act.
New Mexico
Deming Hospital Corporation, Roswell Hospital Corporation and San Miguel Hospital Corporation are incorporated under the laws of the State of New Mexico.
Section 53-11-4.1 of the New Mexico Business Corporation Act permits a corporation to indemnify any person made a part to any proceeding by reason of the fact that the person is or was a director, officer, or employer if the person acted in good faith and reasonably believed the person’s conduct was in the best interests of the corporation or at least not opposed to its best interests; and in the case of any criminal proceeding, the person had no reasonable cause to believe the person’s conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses, actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against such reasonable expenses and shall not be made in respect of any proceeding in which the person shall have been adjudged to be liable to the corporation. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, be determinative that the person did not meet the requisite standard of conduct set forth in this subsection.
 
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The bylaws of each of Deming Hospital Corporation, Roswell Hospital Corporation and San Miguel Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the New Mexico Business Corporation Act.
North Carolina
Williamston Hospital Corporation is incorporated under the laws of the State of North Carolina.
Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act permit indemnification of directors and officers in a variety of circumstances which may include liabilities under the Securities Act. In addition, a corporation may purchase insurance under the law of North Carolina on behalf of directors, officers, employees or agents, which may cover liabilities under the Securities Act.
The bylaws of Williamston Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the North Carolina Business Corporation Act.
Ohio
QHG of Massillon, Inc. is incorporated under the laws of the State of Ohio.
Under Section 1701.13(E) of the Ohio General Corporation Law, generally, a corporation may indemnify any current or former director, officer, employee or agent for reasonable expenses incurred in connection with the defense or settlement of any threatened, pending or completed litigation related to the person’s position with the corporation or related to the person’s service (as a director, trustee, officer, employee, member, manager, or agent) to another corporation at the request of the indemnifying corporation, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. If the litigation involved a criminal action or proceeding, the person must also have had no reasonable cause to believe his or her conduct was unlawful. Ohio law requires indemnification for reasonable expenses incurred if the person was successful in the defense of the litigation.
The bylaws of QHG of Massillon, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the Ohio General Corporation Law.
Oklahoma
Kay County Hospital Corporation and Kay County Oklahoma Hospital Company, LLC are incorporated or organized under the laws of the State of Oklahoma.
Section 1031 of the Oklahoma General Corporation Act authorizes the indemnification of directors and officers under certain circumstances. The Oklahoma General Corporation Act provides for indemnification of each of the company’s officers and directors against (a) expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by reason of such person being or having been a director, officer, employee or agent of the company, or of any other corporation, partnership, joint venture, trust or other enterprise at the request of the company, other than an action by or in the right of company. To be entitled to indemnification, the individual must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the company, and with respect to any criminal action, the person seeking indemnification had no reasonable cause to believe that the conduct was unlawful and (b) expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense or settlement of any action or suit by or in the right of the company brought by reason of the person seeking indemnification being or having been a director, officer, employee or agent of the company, or any other corporation, partnership, joint venture, trust or other enterprise at the request of the company, provided the actions were in good faith and were reasonably believed to be in or not
 
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opposed to the best interest of the company, except that no indemnification shall be made in respect of any claim, issue or matter as to which the individual shall have been adjudged liable to the company, unless and only to the extent that the court in which such action was decided has determined that the person is fairly and reasonably entitled to indemnity for such expenses which the court deems proper.
Section 2003 of the Oklahoma Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement.
The bylaws of Kay County Hospital Corporation provides for the indemnification of directors and officers and to the fullest extent permitted by the Oklahoma General Corporation Law.
The Operating Agreement of Kay County Oklahoma Hospital Company, LLC provides for the indemnification of the member relating to any liability incurred by reason of interest ownership and any act performed or omitted to be performed by members in connection with the business of Kay County Oklahoma Hospital Company, LLC.
Pennsylvania
Clinton Hospital Corporation and Coatesville Hospital Corporation are incorporated under the laws of the State of Pennsylvania.
Sections 1741 through 1750 of the Pennsylvania Business Corporation Law of 1988, as amended, permits, and in some cases requires, the indemnification of officers, directors and employees of the Company. Section 3.1 of our bylaws provides that we shall indemnify any director or officer of the Company who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including actions or suits by or in the right of the Company, its shareholders or otherwise, by reason of the fact that he or she is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, partner, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to the fullest extent permitted by law, including, without limitation, against expenses (including legal fees), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by him or her in connection with such proceedings unless the act or failure to act giving rise to the claim is finally determined by a court to have constituted willful misconduct or recklessness. Section 3.1 also provides that, if an authorized representative is not entitled to indemnification for a portion of liabilities to which he or she may be subject, the Company will indemnify the person to the maximum extent permitted for the remaining portion of the liabilities.
The bylaws of each of Clinton Hospital Corporation and Coatesville Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Pennsylvania Business Corporation Law of 1988.
South Carolina
QHG of South Carolina, Inc. and QHG of Spartanburg, Inc. are incorporated under the laws of the State of South Carolina.
Reference is made to Chapter 8, Article 5 of Title 33 of the 1976 Code of Laws of South Carolina as amended, which provides for indemnification of officers and directors of South Carolina corporations in certain instances in connection with legal proceedings involving any such persons because of being or having been an officer or director.
 
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The bylaws of QHG of South Carolina, Inc. and QHG of Spartanburg, Inc. provide for the indemnification of directors and officers to the fullest extent permitted by the 1976 Code of Laws of South Carolina as amended.
Tennessee
Brownsville Hospital Corporation, Cleveland Hospital Corporation, Dyersburg Hospital Corporation, Hospital of Morristown, Inc., Jackson Hospital Corporation (TN), Lakeway Hospital Corporation, Lexington Hospital Corporation, Martin Hospital Corporation, McNairy Hospital Corporation and Shelbyville Hospital Corporation are incorporated under the laws of the State of Tennessee.
Section 48-18-507 of the Tennessee Business Corporation Act permits a corporation to indemnify: (1) an officer of the corporation who is not a director is entitled to mandatory indemnification and is entitled to apply for court-ordered indemnification, in each case to the same extent as a director; (2) the corporation may indemnify and advance expenses under this part to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) a corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its charter, bylaws, general or specific action of its board of directors, or contract.
The bylaws of each of each of Brownsville Hospital Corporation, Cleveland Hospital Corporation, Dyersburg Hospital Corporation, Hospital of Morristown, Inc., Jackson Hospital Corporation (TN), Lakeway Hospital Corporation, Lexington Hospital Corporation, Martin Hospital Corporation, McNairy Hospital Corporation and Shelbyville Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Tennessee Business Corporation Act.
Texas
Big Bend Hospital Corporation, Big Spring Hospital Corporation, Granbury Hospital Corporation, Jourdanton Hospital Corporation, Weatherford Hospital Corporation and Weatherford Texas Hospital Company, LLC are incorporated or organized under the laws of the State of Texas.
Section 2.20 of the Texas Limited Liability Company Act permits a limited liability company to indemnify members, managers, officers and other persons and purchase and maintain liability insurance for such persons, subject to such standards, and restrictions, if any, as are set forth in its articles of organization or in its regulation.
Under Article 2.02-1 of the Texas Business Corporation Act, a corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if it is determined in accordance with Section F of this article that the person: (1) conducted himself in good faith; (2) reasonably believed: (a) in the case of conduct in his official capacity as a director of the corporation, that his conduct was in the corporation’s best interests; and (b) in all other cases, that his conduct was at least not opposed to the corporation’s best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.
The Limited Liability Company Agreement of Weatherford Texas Hospital Company, LLC provides for the indemnification of any member, manager, officer or employee to the fullest extent permitted by the Texas Limited Liability Company Act.
The bylaws of Big Bend Hospital Corporation, Big Spring Hospital Corporation, Granbury Hospital Corporation, Jourdanton Hospital Corporation and Weatherford Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Texas Business Corporation Act.
Utah
Tooele Hospital Corporation is incorporated under the laws of the State of Utah.
 
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Section 16-10a-902 of the Utah Revised Business Corporation Act (the “Revised Act”) provides that a corporation may indemnify any individual who was, is, or is threatened to be made a named defendant or respondent (a “Party”) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (a “Proceeding”), because he or she is or was a director of the corporation or, while a director of the corporation, is or was serving at its request as a director, officer, partner, trustee, employee, fiduciary or agent of another corporation or other person or of an employee benefit plan (an “Indemnifiable Director”), against any obligation incurred with respect to a Proceeding, including any judgment, settlement, penalty, fine or reasonable expenses (including attorneys’ fees), incurred in the Proceeding if his or her conduct was in good faith, he or she reasonably believed that his or her conduct was in, or not opposed to, the best interests of the corporation, and, in the case of any criminal Proceeding, had no reasonable cause to believe such conduct was unlawful; provided, however, that pursuant to Subsection 902(4): (i) indemnification under Section 902 in connection with a Proceeding by or in the right of the corporation is limited to payment of reasonable expenses (including attorneys’ fees) incurred in connection with the Proceeding and (ii) the corporation may not indemnify an Indemnifiable Director in connection with a Proceeding by or in the right of the corporation in which the Indemnifiable Director was adjudged liable to the corporation, or in connection with any other Proceeding charging that the Indemnifiable Director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which Proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.
Section 16-10a-903 of the Revised Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify an Indemnifiable Director who was successful, on the merits or otherwise, in the defense of any Proceeding, or in the defense of any claim, issue or matter in the Proceeding, to which he or she was a Party because he or she is or was an Indemnifiable Director of the corporation, against reasonable expenses (including attorneys’ fees) incurred in connection with the Proceeding or claim with respect to which he or she has been successful.
The Certificate of Incorporation of Tooele Hospital Corporation, provides, to the fullest extent authorized by the Utah Revised Business Corporation Act, for the indemnification of any member, manager, officer or employee of the company from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the company.
Virginia
Emporia Hospital Corporation, Franklin Hospital Corporation, and Virginia Hospital Company, LLC are incorporated or organized under the laws of State of Virginia.
Section 13.1-1009 of the Virginia Limited Liability Company Act permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia, as amended, permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation with a written statement of his or her good faith belief that he or she has met the standard of conduct prescribed by the Code of Virginia and furnishes the corporation with a written undertaking to repay any funds advanced if it is ultimately determined that he or she did not meet the relevant standard of conduct. In addition, a corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or
 
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officer is adjudged to be liable to the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any other or further indemnity, including advance of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification against the reasonable expenses incurred by a director or officer is mandatory when he or she entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer.
The Limited Liability Company Agreement of Virginia Hospital Company, LLC provide, to the fullest extent authorized by the Virginia Limited Liability Company Act, for the indemnification of any member, manager, officer or employee of the companies from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of the companies.
The bylaws of each of Emporia Hospital Corporation and Franklin Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Code of Virginia.
West Virginia
Oak Hill Hospital Corporation is incorporated under the laws of the State of West Virginia.
Section 31D-8-851 permits a corporation to indemnify an individual who is a party to a proceeding because he or she is a director or officer against liability incurred in the proceeding if He or she conducted himself or herself in good faith and reasonably believed that his or her conduct was in the best interests of the corporation or at least not opposed to the best interests of the corporation; and in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.
The bylaws of Oak Hill Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the West Virginia Business Corporation Act.
Wyoming
Evanston Hospital Corporation is incorporated under the laws of the State of Wyoming.
Section 17-16-851 of the Wyoming Business Corporation Act permits a corporation to indemnify an individual who is a party to a proceeding because he is a director or officer against liability incurred in the proceeding if he conducted himself in good faith and reasonably believed that his conduct was in or at least not opposed to the corporation’s best interests; and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.
The bylaws of Evanston Hospital Corporation provide for the indemnification of directors and officers to the fullest extent permitted by the Wyoming Business Corporation Act.
Item 16. Exhibits.
See Exhibit Index immediately following the signature pages hereof, which is incorporated herein by reference.

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Item 17. Undertakings.
 
 	(a)	Each of the undersigned registrants hereby undertakes:	
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
 
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effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of such annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 23, 2012.

CHS/COMMUNITY HEALTH SYSTEMS, INC. (Registrant)	
 	 	
By:	 	/s/ W. Larry Cash	
 	 	W. Larry Cash	
 	 	Executive Vice President and
Chief Financial Officer	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Wayne T. Smith, W. Larry Cash and Rachel A. Seifert and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	  	Title	 	Date	 	
 	 	 	 	
/s/    Wayne T. Smith	  	Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)	 	May 23, 2012	 	
Wayne T. Smith	  	 	 	 	 	 	
 	 	 	 	 	
/s/    W. Larry Cash	  	Executive Vice President,
Chief Financial Officer and Director
(Principal Financial Officer)	 	May 23, 2012	 	 	
W. Larry Cash	  	 	 	 	 	 	 	
 	 	 	 	 	 	
/s/    Kevin J. Hammons	  	Vice President and Chief Accounting Officer
(Principal Accounting Officer)	 	May 23, 2012	 	 	 	
Kevin J. Hammons	  	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	
/s/    Rachel A. Seifert	  	Executive Vice President, Secretary, General Counsel and
Director	 	May 23, 2012	 	 	 	 	
Rachel A. Seifert	  	 	 	 	 	 	 	 	
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 23, 2012.

COMMUNITY HEALTH SYSTEMS, INC. (Registrant)	
 	 	
By:	 	/s/ W. Larry Cash	
 	 	W. Larry Cash	
 	 	Executive Vice President and
Chief Financial Officer	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Wayne T. Smith, W. Larry Cash and Rachel A. Seifert and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	  	Title	 	Date	 	
 	 	 	 	
/s/    Wayne T. Smith	  	Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)	 	May 23, 2012	 	
Wayne T. Smith	  	 	 	 	 	 	
 	 	 	 	 	
/s/    W. Larry Cash	  	Executive Vice President,
Chief Financial Officer and Director
(Principal Financial Officer)	 	May 23, 2012	 	 	
W. Larry Cash	  	 	 	 	 	 	 	
 	 	 	 	 	 	
/s/    Kevin J. Hammons	  	Vice President and Chief Accounting Officer
(Principal Accounting Officer)	 	May 23, 2012	 	 	 	
Kevin J. Hammons	  	 	 	 	 	 	 	
 	 	 	 	 	 	
/s/    John A. Clerico	  	Director	 	May 23, 2012	 	 	 	
John A. Clerico	  	 	 	 	 	 	 	
 
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Name	  	Title	 	Date	
 	 	 	
/s/    James S. Ely III	  	Director	 	May 23, 2012	
James S. Ely III	  	 	 	 	
 	 	 	
/s/    William Norris Jennings, M.D.	  	Director	 	May 23, 2012	
William Norris Jennings, M.D.	  	 	 	 	
 	 	 	
/s/    John A. Fry	  	Director	 	May 23, 2012	
John A. Fry	  	 	 	 	
 	 	 	
/s/    H. Mitchell Watson	  	Director	 	May 23, 2012	
H. Mitchell Watson	  	 	 	 	
 	 	 	
/s/    Julia B. North	  	Director	 	May 23, 2012	
Julia B. North	  	 	 	 	
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 23, 2012.

Each of the Registrants Named on
Schedule A-1 Hereto	
 	 	
By:	 	/s/ W. Larry Cash	
 	 	W. Larry Cash	
 	 	Executive Vice President	
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints W. Larry Cash and Rachel A. Seifert and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	  	Title	 	Date	 	
 	 	 	 	
/s/    Martin G. Schweinhart	  	President and Director
(Principal Executive Officer)	 	May 23, 2012	 	
Martin G. Schweinhart	  	 	 	 	 	 	
 	 	 	 	 	
/s/    W. Larry Cash	  	Executive Vice President
and Director (Principal Financial Officer)	 	May 23, 2012	 	 	
W. Larry Cash	  	 	 	 	 	 	 	
 	 	 	 	 	 	
/s/    Kevin J. Hammons	  	Vice President
(Principal Accounting Officer)	 	May 23, 2012	 	 	 	
Kevin J. Hammons	  	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	
/s/    Rachel A. Seifert	  	Executive Vice President, Secretary and Director	 	May 23, 2012	 	 	 	 	
Rachel A. Seifert	  	 	 	 	 	 	 	 	
 
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Schedule A-1
Registrants

Exact Name of
Additional Registrants	 	  	
Affinity Health Systems, LLC	 	 	
Anna Hospital Corporation	 	 	
Berwick Hospital Company, LLC	 	 	
Big Bend Hospital Corporation	 	 	
Big Spring Hospital Corporation	 	 	
Birmingham Holdings II, LLC	 	 	
Blue Island Hospital Company, LLC	 	 	
Blue Island Illinois Holdings, LLC	 	 	
Bluefield Holdings, LLC	 	 	
Bluefield Hospital Company, LLC	 	 	
Bluffton Health System, LLC	 	 	
Brownsville Hospital Corporation	 	 	
Bullhead City Hospital Corporation	 	 	
Bullhead City Hospital Investment Corporation	 	 	
Centre Hospital Corporation	 	 	
CHHS Holdings, LLC	 	 	
CHS Kentucky Holdings, LLC	 	 	
CHS Pennsylvania Holdings, LLC	 	 	
CHS Virginia Holdings, LLC	 	 	
CHS Washington Holdings, LLC	 	 	
Cleveland Hospital Corporation	 	 	
Cleveland Tennessee Hospital Company, LLC	 	 	
Clinton Hospital Corporation	 	 	
Coatesville Hospital Corporation	 	 	
Community GP Corp.	 	 	
Community Health Investment Company, LLC	 	 	
Community LP Corp.	 	 	
CP Hospital GP, LLC	 	 	
Deming Hospital Corporation	 	 	
DHFW Holdings, LLC	 	 	
Dyersburg Hospital Corporation	 	 	
Emporia Hospital Corporation	 	 	
Evanston Hospital Corporation	 	 	
Fallbrook Hospital Corporation	 	 	
Foley Hospital Corporation	 	 	
Forrest City Arkansas Hospital Company, LLC	 	 	
Forrest City Hospital Corporation	 	 	
Fort Payne Hospital Corporation	 	 	
Frankfort Health Partner, Inc.	 	 	
Franklin Hospital Corporation	 	 	
Galesburg Hospital Corporation	 	 	
Granbury Hospital Corporation	 	 	
 
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Exact Name of
Additional Registrants	 	  	
Granite City Hospital Corporation	 	 	
Greenville Hospital Corporation	 	 	
Hallmark Healthcare Company, LLC	 	 	
Hospital of Barstow, Inc.	 	 	
Hospital of Fulton, Inc.	 	 	
Hospital of Louisa, Inc.	 	 	
Hospital of Morristown, Inc.	 	 	
Jackson Hospital Corporation (KY)	 	 	
Jackson Hospital Corporation (TN)	 	 	
Jourdanton Hospital Corporation	 	 	
Kay County Hospital Corporation	 	 	
Kirksville Hospital Company, LLC	 	 	
Lakeway Hospital Corporation	 	 	
Lancaster Hospital Corporation	 	 	
Lexington Hospital Corporation	 	 	
Longview Clinic Operations Company, LLC	 	 	
Marion Hospital Corporation	 	 	
Martin Hospital Corporation	 	 	
Massillon Community Health System LLC	 	 	
Massillon Holdings, LLC	 	 	
McKenzie Tennessee Hospital Company, LLC	 	 	
McNairy Hospital Corporation	 	 	
MCSA, L.L.C.	 	 	
Merger Legacy Holdings, LLC	 	 	
Moberly Hospital Company, LLC	 	 	
MWMC Holdings, LLC	 	 	
Nanticoke Hospital Company, LLC	 	 	
National Healthcare of Leesville, Inc.	 	 	
National Healthcare of Mt. Vernon, Inc.	 	 	
National Healthcare of Newport, Inc.	 	 	
NC-DSH, LLC	 	 	
Northampton Hospital Company, LLC	 	 	
Oak Hill Hospital Corporation	 	 	
Payson Hospital Corporation	 	 	
Peckville Hospital Company, LLC	 	 	
Pennsylvania Hospital Company, LLC	 	 	
Phillips Hospital Corporation	 	 	
Phoenixville Hospital Company, LLC	 	 	
Pottstown Hospital Company, LLC	 	 	
QHG Georgia Holdings II, LLC	 	 	
QHG Georgia Holdings, Inc.	 	 	
QHG of Bluffton Company, LLC	 	 	
QHG of Clinton County, Inc.	 	 	
QHG of Enterprise, Inc.	 	 	
QHG of Forrest County, Inc.	 	 	
QHG of Fort Wayne Company, LLC	 	 	
QHG of Hattiesburg, Inc.	 	 	
 
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Exact Name of
Additional Registrants	 	  	
QHG of Massillon, Inc.	 	 	
QHG of South Carolina, Inc.	 	 	
QHG of Spartanburg, Inc.	 	 	
QHG of Springdale, Inc.	 	 	
QHG of Warsaw Company, LLC	 	 	
Quorum Health Resources, LLC	 	 	
Red Bud Hospital Corporation	 	 	
River Region Medical Corporation	 	 	
Roswell Hospital Corporation	 	 	
Ruston Hospital Corporation	 	 	
Salem Hospital Corporation	 	 	
San Miguel Hospital Corporation	 	 	
Scranton Holdings, LLC	 	 	
Scranton Hospital Company, LLC	 	 	
Scranton Quincy Holdings, LLC	 	 	
Scranton Quincy Hospital Company, LLC	 	 	
Shelbyville Hospital Corporation	 	 	
Siloam Springs Arkansas Hospital Company, LLC	 	 	
Siloam Springs Holdings, LLC	 	 	
Spokane Valley Washington Hospital Company, LLC	 	 	
Spokane Washington Hospital Company, LLC	 	 	
Tennyson Holdings, LLC	 	 	
Tomball Texas Holdings, LLC	 	 	
Tomball Texas Hospital Company, LLC	 	 	
Tooele Hospital Corporation	 	 	
Triad Healthcare Corporation	 	 	
Triad Nevada Holdings, LLC	 	 	
Triad-El Dorado, Inc.	 	 	
Tunkhannock Hospital Company, LLC	 	 	
Virginia Hospital Company, LLC	 	 	
Warren Ohio Hospital Company, LLC	 	 	
Warren Ohio Rehab Hospital Company, LLC	 	 	
Watsonville Hospital Corporation	 	 	
Waukegan Hospital Corporation	 	 	
Weatherford Hospital Corporation	 	 	
Webb Hospital Corporation	 	 	
Webb Hospital Holdings, LLC	 	 	
Wesley Health System, LLC	 	 	
West Grove Hospital Company, LLC	 	 	
Wilkes-Barre Behavioral Hospital Company, LLC	 	 	
Wilkes-Barre Holdings, LLC	 	 	
Wilkes-Barre Hospital Company, LLC	 	 	
Williamston Hospital Corporation	 	 	
Youngstown Ohio Hospital Company, LLC	 	 	
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on May 23, 2012.
Abilene Hospital, LLC
Triad-ARMC, LLC
By: Abilene Merger, LLC
Its: Sole Member
    By: Triad Holdings V, LLC
    Its: Sole Member
        By: Tennyson Holdings, LLC
        Its: Sole Member
Abilene Merger, LLC
Carlsbad Medical Center, LLC
Desert Hospital Holdings, LLC
Hobbs Medco, LLC
Las Cruces Medical Center, LLC
Palmer-Wasilla Health System, LLC
San Angelo Medical, LLC
WHMC, LLC
Woodland Heights Medical Center, LLC
By: Triad Holdings V, LLC
Its: Sole Member
    By: Tennyson Holdings, LLC
    Its: Sole Member
Affinity Hospital, LLC
By: Affinity Health Systems, LLC
Its: Sole Member
Birmingham Holdings, LLC
College Station Merger, LLC
CPLP, LLC
GRMC Holdings, LLC
Longview Merger, LLC
Lutheran Health Network of Indiana, LLC
MMC of Nevada, LLC
Southern Texas Medical Center, LLC
Triad Holdings IV, LLC
Triad Holdings V, LLC
Triad of Alabama, LLC
Triad of Oregon, LLC
Triad-Navarro Regional Hospital Subsidiary, LLC
By: Tennyson Holdings, LLC
Its: Sole Member
 
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Brownwood Medical Center, LLC
Medical Center of Brownwood, LLC
By: Southern Texas Medical Center, LLC
Its: Sole Member
    By: Tennyson Holdings, LLC
    Its: Sole Member
Brownwood Hospital, L.P.
By: Brownwood Medical Center, LLC
Its: General Partner
Clarksville Holdings, LLC
Vicksburg Healthcare, LLC
By: River Region Medical Corporation
Its: Sole Member
College Station Hospital, L.P.
By: College Station Medical Center, LLC
Its: General Partner
College Station Medical Center, LLC
CSMC, LLC
By: College Station Merger, LLC
Its: Sole Member
    By: Tennyson Holdings, LLC
    Its: Sole Member
Crestwood Hospital, LLC
VHC Medical, LLC
By: Triad Holdings III, LLC
Its: Sole Member
    By: Triad Holdings IV, LLC
    Its: Sole Member
        By: Tennyson Holdings, LLC
        Its: Sole Member
Crestwood Hospital, LP, LLC
By: Crestwood Hospital, LLC
Its: Sole Member
    By: Triad Holdings III, LLC
    Its: Sole Member
        By: Triad Holdings IV, LLC
        Its: Sole Member
            By: Tennyson Holdings, LLC
            Its: Sole Member
CSRA Holdings, LLC
By: QHG Georgia Holdings, Inc.
Its: Sole Member
Deaconess Holdings, LLC
Triad Holdings III, LLC
Women & Children’s Hospital, LLC
Woodward Health System, LLC
By: Triad Holdings IV, LLC
Its: Sole Member
 
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    By: Tennyson Holdings, LLC
    Its: Sole Member
Deaconess Hospital Holdings, LLC
By: Deaconess Holdings, LLC
Its: Sole Member
    By: Triad Holdings IV, LLC
    Its: Sole Member
        By: Tennyson Holdings, LLC
        Its: Sole Member
Detar Hospital, LLC
Victoria Hospital, LLC
By: VHC Medical, LLC
Its: Sole Member
    By: Triad Holdings III, LLC
    Its: Sole Member
        By: Triad Holdings IV, LLC
        Its: Sole Member
            By: Tennyson Holdings, LLC
            Its: Sole Member
DHSC, LLC
By: Massillon Community Health System, LLC
Its: Sole Member
Dukes Health System, LLC
By: QHG of Clinton County, Inc.
Its: Sole Member
Gadsen Regional Medical Center, LLC
By: GRMC Holdings, LLC
Its: Sole Member
    By: Tennyson Holdings, LLC
    Its: Sole Member
Granite City Illinois Hospital Company, LLC
By: Granite City Hospital Corporation
Its: Sole Member
Kay County Oklahoma Hospital Company, LLC
By: Kay County Hospital Corporation
Its: Sole Member
Lea Regional Hospital, LLC
By: Hobbs Medco, LLC
Its: Sole Member
    By: Triad Holdings V, LLC
    Its: Sole Member
        By: Tennyson Holdings, LLC
        Its: Sole Member
 
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Longview Medical Center, L.P.
By: Regional Hospital of Longview, LLC
Its: General Partner
LRH, LLC
Regional Hospital of Longview, LLC
By: Longview Merger, LLC
Its: Sole Member
    By: Tennyson Holdings, LLC
    Its: Sole Member
Massillon Health System LLC
By: QHG of Massillon, Inc.
Its: Sole Member
Navarro Hospital, L.P.
By: Navarro Regional, LLC
Its: General Partner
Navarro Regional, LLC
NRH, LLC
By: Triad-Navarro Regional Hospital Subsidiary, LLC
Its: Sole Member
    By: Tennyson Holdings, LLC
    Its: Sole Member
Northwest Hospital, LLC
Oro Valley Hospital, LLC
By: NOV Holdings, LLC
Its: Sole Member
    By: Desert Hospital Holdings, LLC
    Its: Sole Member
        By: Triad Holdings V, LLC
        Its: Sole Member
            By: Tennyson Holdings, LLC
            Its: Sole Member
NOV Holdings, LLC
By: Desert Hospital Holdings, LLC
Its: Sole Member
    By: Triad Holdings V, LLC
    Its: Sole Member
        By: Tennyson Holdings, LLC
        Its: Sole Member
QHG Georgia, LP
By: QHG Georgia Holdings, Inc.
Its: General Partner
Red Bud Illinois Hospital Company, LLC
By: Red Bud Hospital Corporation
Its: Sole Member
 
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Table of Contents
Ruston Louisiana Hospital Company, LLC
By: Ruston Hospital Corporation
Its: Sole Member
SACMC, LLC
San Angelo Community Medical Center, LLC
By: San Angelo Medical, LLC
Its: Sole Member
    By: Triad Holdings V, LLC
    Its: Sole Member
        By: Tennyson Holdings, LLC
        Its: Sole Member
Victoria of Texas, L.P.
By: Detar Hospital, LLC
Its: General Partner
Waukegan Illinois Hospital Company, LLC
By: Waukegan Hospital Corporation
Its: Sole Member
Weatherford Texas Hospital Company, LLC
By: Weatherford Hospital Corporation
Its: Sole Member
By: /s/ W. Larry Cash                                                         
W. Larry Cash
Executive Vice President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints W. Larry Cash and Rachel A. Seifert and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this registration statement and (ii) any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	  	Title	 	Date	 	
 	 	 	 	
/s/ Martin G. Schweinhart	  	President and Director
(Principal Executive Officer)	 	May 23, 2012	 	
Martin G. Schweinhart	  	 	 	 	 	 	
 	 	 	 	 	
/s/ W. Larry Cash	  	Executive Vice President and Director
(Principal Financial Officer)	 	May 23, 2012	 	 	
W. Larry Cash	  	 	 	 	 	 	
 
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Table of Contents
 	 	 	 	 	 	
Name	  	Title	 	Date	 	
 	 	 	 	
/s/ Kevin J. Hammons	  	Vice President
(Principal Accounting Officer)	 	May 23, 2012	 	
Kevin J. Hammons	  	 	 	 	 	 	
 	 	 	 	 	
/s/ Rachel A. Seifert	  	Executive Vice President,
Secretary and Director	 	May 23, 2012	 	 	
Rachel A. Seifert	  	 	 	 	 	 	
 
II-29

Table of Contents
EXHIBIT INDEX

Exhibit
No.	  	Description	
 	 	
1.1*	  	Form of Underwriting Agreement	
 	 	
3.1	  	Restated Certificate of Incorporation of Community Health Systems, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to Community Health Systems, Inc.’s Registration Statement on Form S-1/A filed June 8, 2000 (No. 333-31790))	
 	 	
3.2	  	Certificate of Amendment to the Restated Certificate of Incorporation of Community Health Systems, Inc., dated May 18, 2010 (incorporated by reference to Exhibit 3.2 to Community Health Systems, Inc.’s Current Report on Form 8-K filed May 20, 2010 (No. 001-15925))	
 	 	
3.3	  	Amended and Restated Bylaws of Community Health Systems, Inc. (as of February 27, 2008) (incorporated by reference to Exhibit 3(ii).1 to Community Health Systems, Inc.’s Current Report on Form 8-K filed February 29, 2008 (No. 001-15925))	
 	 	
4.1	  	Form of Indenture relating to the senior debt securities	
 	 	
4.2*	  	Form of Indenture relating to the subordinated debt securities	
 	 	
4.3	  	Form of Senior Debt Security (included as Exhibit A to Exhibit 4.1 hereto)	
 	 	
4.4*	  	Form of Subordinated Debt Security	
 	 	
4.5*	  	Form of Certificate of Designation	
 	 	
4.6*	  	Form of Depositary Agreement	
 	 	
4.7*	  	Form of Depositary Receipt	
 	 	
4.8*	  	Form of Warrant	
 	 	
4.9	  	Form of Common Stock Certificate of Community Health Systems, Inc. (incorporated by reference to Exhibit 4.1 to Community Health Systems, Inc.’s Registration Statement on Form S-1 (No. 333-37190))	
 	 	
4.10*	  	Form of Preferred Stock Certificate of Community Health Systems, Inc.	
 	 	
5.1	  	Opinion of Kirkland & Ellis LLP	
 	 	
5.2	  	Opinion of Bradley Arant Boult Cummings LLP (Alabama law)	
 	 	
5.3	  	Opinion of Kutak Rock LLP (Arkansas law)	
 	 	
5.4	  	Opinion of Snell & Wilmer L.L.P. (Arizona law)	
 	 	
5.5	  	Opinion of King & Spalding LLP (Georgia law)	
 	 	
5.6	  	Opinion of Bingham Greenbaum Doll LLP (Indiana, Kentucky and Ohio law)	
 	 	
5.7	  	Opinion of Bradley Arant Boult Cummings LLP (Mississippi law)	
 	 	
5.8	  	Opinion of Bradley Arant Boult Cummings LLP (North Carolina law)	
 	 	
5.9	  	Opinion of Ballard Spahr LLP (New Jersey law)	
 	 	
5.10	  	Opinion of Modrall, Sperling, Roehl, Harris & Sisk, P.A. (New Mexico law)	
 	 	
5.11	  	Opinion of Lionel Sawyer & Collins (Nevada law)	
 	 	
5.12	  	Opinion of McAfee & Taft (Oklahoma law)	
 	 	
5.13	  	Opinion of Ballard Spahr LLP (Pennsylvania law)	
 	 	
5.14	  	Opinion of Parker Poe Adams & Bernstein LLP for QHG of South Carolina, Inc. (South Carolina law)	
 	 	
5.15	  	Opinion of Parker Poe Adams & Bernstein LLP for QHG of Spartanburg, Inc. (South Carolina law)	
 	 	
5.16	  	Opinion of Bradley Arant Boult Cummings LLP (Tennessee law)	
 	 	
5.17	  	Opinion of Liechty & McGinnis, LLP (Texas law)	
 	 	
5.18	  	Opinion of Ballard Spahr LLP (Utah law)	
 	 	
5.19	  	Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Emporia Hospital Corporation (Virginia law)	
 	 	
5.20	  	Opinion of Steptoe & Johnson LLP (West Virginia law)	
 	 	
5.21	  	Opinion of Crowley Fleck PLLP (Wyoming law)	
 
II-30

Table of Contents
 	 	 	
Exhibit
No.	  	Description	
 	 	
5.22	  	Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Franklin Hospital Corporation (Virginia law)	
 	 	
5.23	  	Opinion of Hancock, Daniel, Johnson & Nagle, P.C. for Virginia Hospital Corporation (Virginia law)	
 	 	
12.1	  	Computation of Ratio of Earnings to Fixed Charges	
 	 	
23.1	  	Consent of Deloitte & Touche LLP	
 	 	
23.2	  	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)	
 	 	
23.3	  	Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.2)	
 	 	
23.4	  	Consent of Kutak Rock LLP (included in Exhibit 5.3)	
 	 	
23.5	  	Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.4)	
 	 	
23.6	  	Consent of Opinion of King & Spalding LLP (included in Exhibit 5.5)	
 	 	
23.7	  	Consent of Bingham Greenbaum Doll LLP (included in Exhibit 5.6)	
 	 	
23.8	  	Consent of Bradley Arant Boult Cummings LLP (Mississippi law opinion) (included in Exhibit 5.7)	
 	 	
23.9	  	Consent of Bradley Arant Boult Cummings LLP (North Carolina law opinion) (included in Exhibit 5.8)	
 	 	
23.10	  	Consent of Ballard Spahr LLP (New Jersey law opinion) (included in Exhibit 5.9)	
 	 	
23.11	  	Consent of Modrall, Sperling, Roehl, Harris & Sisk, P.A. (included in Exhibit 5.10)	
 	 	
23.12	  	Consent of Lionel Sawyer & Collins (included in Exhibit 5.11)	
 	 	
23.13	  	Consent of McAfee & Taft (included in Exhibit 5.12)	
 	 	
23.14	  	Consent of Ballard Spahr LLP (Pennsylvania law opinion) (included in Exhibit 5.13)	
 	 	
23.15	  	Consent of Parker Poe Adams & Bernstein LLP (QHG of South Carolina, Inc. opinion) (included in Exhibit 5.14)	
 	 	
23.16	  	Consent of Parker Poe Adams & Bernstein LLP (QHG of Spartanburg, Inc. opinion) (included in Exhibit 5.15)	
 	 	
23.17	  	Consent of Bradley Arant Boult Cummings LLP (Tennessee law opinion) (included in Exhibit 5.16)	
 	 	
23.18	  	Consent of Liechty & McGinnis, LLP (included in Exhibit 5.17)	
 	 	
23.19	  	Consent of Ballard Spahr LLP (Utah law opinion) (included in Exhibit 5.18)	
 	 	
23.20	  	Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Emporia Hospital Corporation opinion) (included in Exhibit 5.19)	
 	 	
23.21	  	Consent of Steptoe & Johnson LLP (included in Exhibit 5.20)	
 	 	
23.22	  	Consent of Crowley Fleck PLLP (included in Exhibit 5.21)	
 	 	
23.23	  	Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Franklin Hospital Corporation opinion) (included in Exhibit 5.22)	
 	 	
23.24	  	Consent of Hancock, Daniel, Johnson & Nagle, P.C. (Virginia Hospital Corporation opinion) (included in Exhibit 5.23)	
 	 	
24.1	  	Power of Attorney (included in the signature pages hereto)	
 	 	
25.1	  	Statement of Eligibility of Trustee on Form T-1 for senior indenture	
 	 	
25.2*	  	Statement of Eligibility of Trustee on Form T-1 for subordinated indenture	
 
*	To be filed by amendment or as an exhibit with a subsequent Current Report on Form 8-K in connection with a specific offering.	
 
II-31

EXHIBIT 4.1

 
CHS/COMMUNITY HEALTH SYSTEMS, INC.
Issuer
[    ]% Senior Notes Due [    ]

INDENTURE
Dated as of [    ], [    ]

REGIONS BANK
Trustee

 

CROSS-REFERENCE TABLE

TIA
Section	  	Indenture
Section	
310(a)(1)	  	7.10	
      (a)(2)	  	7.10	
      (a)(3)	  	N.A.	
      (a)(4)	  	N.A.	
      (b)	  	7.08; 7.10	
      (c)	  	N.A.	
311(a)	  	7.11	
      (b)	  	7.11	
      (c)	  	N.A.	
312(a)	  	2.05	
      (b)	  	11.03	
      (c)	  	11.03	
313(a)	  	7.06	
      (b)(1)	  	N.A.	
      (b)(2)	  	7.06	
      (c)	  	11.02	
      (d)	  	7.06	
314(a)	  	4.02; 11.02	
      (b)	  	N.A.	
      (c)(1)	  	11.04	
      (c)(2)	  	11.04	
      (c)(3)	  	N.A.	
      (d)	  	N.A.	
      (e)	  	11.05	
      (f)	  	4.12	
315(a)	  	7.01	
      (b)	  	7.05; 11.02	
      (c)	  	7.01	
      (d)	  	7.01	
      (e)	  	6.11	
316(a)(last sentence)	  	11.06	
      (a)(1)(A)	  	6.05	
      (a)(1)(B)	  	6.04	
      (a)(2)	  	N.A.	
      (b)	  	6.07	
317(a)(1)	  	6.08	
      (a)(2)	  	6.09	
      (b)	  	2.04	
318(a)	  	11.01	
N.A. means Not Applicable.
 
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

TABLE OF CONTENTS

 	  	Page	 	
Article 1	  	 	 	 	
 	 	
Definitions and Incorporation by Reference	  	 	 	 	
 	 	
SECTION 1.01. Definitions	  	 	1	  	
SECTION 1.02. Other Definitions	  	 	30	  	
SECTION 1.03. Incorporation by Reference of Trust Indenture Act	  	 	30	  	
SECTION 1.04. Rules of Construction	  	 	31	  	
 	 	
Article 2	  	 	 	 	
 	 	
The Securities	  	 	 	 	
 	 	
SECTION 2.01. Form and Dating	  	 	31	  	
SECTION 2.02. Execution and Authentication	  	 	32	  	
SECTION 2.03. Registrar and Paying Agent	  	 	32	  	
SECTION 2.04. Paying Agent To Hold Money in Trust	  	 	33	  	
SECTION 2.05. Securityholder Lists	  	 	33	  	
SECTION 2.06. Transfer and Exchange	  	 	33	  	
SECTION 2.07. Replacement Securities	  	 	33	  	
SECTION 2.08. Outstanding Securities	  	 	34	  	
SECTION 2.09. Temporary Securities	  	 	34	  	
SECTION 2.10. Cancellation	  	 	34	  	
SECTION 2.11. Defaulted Interest	  	 	34	  	
SECTION 2.12. CUSIP Numbers, ISINs, etc.	  	 	35	  	
SECTION 2.13. Issuance of Additional Securities	  	 	35	  	
 	 	
Article 3	  	 	 	 	
 	 	
Redemption	  	 	 	 	
 	 	
SECTION 3.01. Notices to Trustee	  	 	35	  	
SECTION 3.02. Selection of Securities to Be Redeemed	  	 	36	  	
SECTION 3.03. Notice of Redemption	  	 	36	  	
SECTION 3.04. Effect of Notice of Redemption	  	 	37	  	
SECTION 3.05. Deposit of Redemption Price	  	 	37	  	
SECTION 3.06. Securities Redeemed in Part	  	 	37	  	
SECTION 3.07. Company Discretion	  	 	37	  	

 	 	 	 	 	
Article 4	  	 	 	 	
 	 	
Covenants	  	 	 	 	
 	 	
SECTION 4.01. Payment of Securities	  	 	37	  	
SECTION 4.02. SEC Reports	  	 	38	  	
SECTION 4.03. Limitation on Indebtedness	  	 	38	  	
SECTION 4.04. Limitation on Restricted Payments	  	 	41	  	
SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	 	46	  	
SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock	  	 	48	  	
SECTION 4.07. Limitation on Affiliate Transactions	  	 	51	  	
SECTION 4.08. Limitation on Line of Business	  	 	53	  	
SECTION 4.09. Change of Control	  	 	53	  	
SECTION 4.10. Limitation on Liens	  	 	54	  	
SECTION 4.11. Limitation on Sale/Leaseback Transactions	  	 	54	  	
SECTION 4.12. Future Guarantors	  	 	55	  	
SECTION 4.13. Compliance Certificate	  	 	55	  	
SECTION 4.14. Further Instruments and Acts	  	 	55	  	
SECTION 4.15. Covenant Suspension	  	 	55	  	
 	 	
Article 5	  	 	 	 	
 	 	
Successor Company	  	 	 	 	
 	 	
SECTION 5.01. When Company May Merge or Transfer Assets	  	 	56	  	
 	 	
Article 6	  	 	 	 	
 	 	
Defaults and Remedies	  	 	 	 	
 	 	
SECTION 6.01. Events of Default	  	 	59	  	
SECTION 6.02. Acceleration	  	 	61	  	
SECTION 6.03. Other Remedies	  	 	61	  	
SECTION 6.04. Waiver of Past Defaults	  	 	62	  	
SECTION 6.05. Control by Majority	  	 	62	  	
SECTION 6.06. Limitation on Suits	  	 	62	  	
SECTION 6.07. Rights of Holders to Receive Payment	  	 	63	  	
SECTION 6.08. Collection Suit by Trustee	  	 	63	  	
SECTION 6.09. Trustee May File Proofs of Claim	  	 	63	  	
SECTION 6.10. Priorities	  	 	63	  	
SECTION 6.11. Undertaking for Costs	  	 	64	  	
SECTION 6.12. Waiver of Stay or Extension Laws	  	 	64	  	
 
ii

 	 	 	 	 	
Article 7	  	 	 	 	
 	 	
Trustee	  	 	 	 	
 	 	
SECTION 7.01. Duties of Trustee	  	 	64	  	
SECTION 7.02. Rights of Trustee	  	 	65	  	
SECTION 7.03. Individual Rights of Trustee	  	 	66	  	
SECTION 7.04. Trustee’s Disclaimer	  	 	66	  	
SECTION 7.05. Notice of Defaults	  	 	66	  	
SECTION 7.06. Reports by Trustee to Holders	  	 	66	  	
SECTION 7.07. Compensation and Indemnity	  	 	66	  	
SECTION 7.08. Replacement of Trustee	  	 	67	  	
SECTION 7.09. Successor Trustee by Merger	  	 	68	  	
SECTION 7.10. Eligibility; Disqualification	  	 	68	  	
SECTION 7.11. Preferential Collection of Claims Against Company	  	 	68	  	
 	 	
Article 8	  	 	 	 	
 	 	
Discharge of Indenture; Defeasance	  	 	 	 	
 	 	
SECTION 8.01. Discharge of Liability on Securities; Defeasance	  	 	69	  	
SECTION 8.02. Conditions to Defeasance	  	 	70	  	
SECTION 8.03. Application of Trust Money	  	 	71	  	
SECTION 8.04. Repayment to Company	  	 	71	  	
SECTION 8.05. Indemnity for Government Obligations	  	 	71	  	
SECTION 8.06. Reinstatement	  	 	71	  	
 	 	
Article 9	  	 	 	 	
 	 	
Amendments	  	 	 	 	
 	 	
SECTION 9.01. Without Consent of Holders	  	 	72	  	
SECTION 9.02. With Consent of Holders	  	 	73	  	
SECTION 9.03. Compliance with Trust Indenture Act	  	 	74	  	
SECTION 9.04. Revocation and Effect of Consents and Waivers	  	 	74	  	
SECTION 9.05. Notation on or Exchange of Securities	  	 	74	  	
SECTION 9.06. Trustee to Sign Amendments	  	 	74	  	
SECTION 9.07. Payment for Consent	  	 	75	  	
 	 	
Article 10	  	 	 	 	
 	 	
Guaranties	  	 	 	 	
 	 	
SECTION 10.01. Guaranties	  	 	75	  	
SECTION 10.02. Limitation on Liability	  	 	77	  	
SECTION 10.03. Successors and Assigns	  	 	77	  	
SECTION 10.04. No Waiver	  	 	77	  	
 
iii

 	 	 	 	 	
SECTION 10.05. Modification	  	 	77	  	
SECTION 10.06. Release of Guarantor	  	 	77	  	
SECTION 10.07. Contribution	  	 	78	  	
 	 	
Article 11	  	 	 	 	
 	 	
Miscellaneous	  	 	 	 	
 	 	
SECTION 11.01. Trust Indenture Act Controls	  	 	78	  	
SECTION 11.02. Notices	  	 	78	  	
SECTION 11.03. Communication by Holders with Other Holders	  	 	79	  	
SECTION 11.04. Certificate and Opinion as to Conditions Precedent	  	 	79	  	
SECTION 11.05. Statements Required in Certificate or Opinion	  	 	80	  	
SECTION 11.06. When Securities Disregarded	  	 	80	  	
SECTION 11.07. Rules by Trustee, Paying Agent and Registrar	  	 	80	  	
SECTION 11.08. Legal Holidays	  	 	80	  	
SECTION 11.09. Governing Law	  	 	80	  	
SECTION 11.10. No Recourse Against Others	  	 	80	  	
SECTION 11.11. Successors	  	 	81	  	
SECTION 11.12. Multiple Originals	  	 	81	  	
SECTION 11.13. Table of Contents; Headings	  	 	81	  	
Appendix

Exhibit A – Form of Security	
 
iv

INDENTURE dated as of [    ], [    ], among CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Company”), COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (the “Parent”), those Subsidiary Guarantors that from time to time become parties to this Indenture and REGIONS BANK, as trustee (the “Trustee”).
Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of the Company’s Securities (as defined in the Appendix attached hereto):
Article 1
Definitions and Incorporation by Reference
SECTION 1.01. Definitions.
“Additional Assets” means (1) any property, plant or equipment or other assets or capital expenditures used in a Related Business or that replace the assets that were the subject of the Asset Disposition; (2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;  provided ,  however , that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business or replaces the assets that were the subject of the Asset Disposition.
“Additional Securities” means Securities issued under this Indenture after the Issue Date and in compliance with Section 2.13 and 4.03.
“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Applicable Premium” means with respect to any Security on any applicable redemption date, the excess of (A) the present value at such redemption date of (i) the redemption price of such Security on [    ], [    ] (such redemption price being described in the second paragraph of section 5 of the Securities, exclusive of any accrued interest) plus (ii) all required remaining scheduled interest payments due on such Security through [    ], [    ] (but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 0.50%, over (B) the then-outstanding principal amount of such Security on such redemption date.

“Asset Disposition” means any sale, lease, transfer or other voluntary disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of
(1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);
(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or
(3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary
other than, in the case of clauses (1), (2) and (3) above, (A) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary, (B) for purposes of Section 4.06 only, (i) a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof, including the exclusion for Permitted Investments) and that is not prohibited by Section 4.04 and (ii) a disposition of all or substantially all the assets of the Company in accordance with Section 5.01 or any disposition that constitutes a Change of Control, (C) a disposition of assets with a fair market value of less than $100,000,000, (D) a disposition of cash or Temporary Cash Investments, (E) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien), (F) a Hospital Swap, (G) long-term leases of Hospitals to another Person;  provided  that the aggregate book value of the properties subject to such leases at any one time outstanding does not exceed 10% of the Total Assets at the time any such lease is entered into, (H) a disposition of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries, (I) a disposition of Capital Stock, or Indebtedness or other securities of, an Unrestricted Subsidiary, (J) foreclosures on assets or transfers by reason of eminent domain, (K) a disposition of an account receivable in connection with the collection or compromise thereof and (L) any sale, disposition or creation of a Lien pursuant to a Qualified Receivables Transaction.
“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Securities, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended);  provided , however , that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”.
 
2

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by (2) the sum of all such payments.
“Board of Directors” means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board.
“Business Day” means each day which is not a Legal Holiday.
“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Section 4.10, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.
“Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.
“Change of Control” means the occurrence of any of the following events:
(1) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of “beneficial ownership” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or Parent;
(2) individuals who on the Issue Date constituted the Board of Directors or the Parent Board (together with any new directors whose election by such Board of Directors or the Parent Board or whose nomination for election by the stockholders of the Company or Parent, as the case may be, was approved by a vote of a majority of the directors of the Company or Parent, as the case may be, then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors or the Parent Board, as the case may be, then in office; and
 
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(3) the merger or consolidation of Parent or the Company with or into another Person or the merger of another Person with or into Parent or the Company, or the sale of all or substantially all the assets of Parent or the Company (determined on a consolidated basis) to another Person other than a transaction following which (i) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of Parent or the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (ii) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Securities.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities.
“Consolidated Coverage Ratio” as of any date of determination means the ratio of
(1) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available to
(2) Consolidated Interest Expense for such four fiscal quarters; provided, however, that
(A) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a  pro forma  basis to such Indebtedness (but excluding any Indebtedness Incurred on or after such date of determination pursuant to Section 4.03(b)) as if such Indebtedness had been Incurred on the first day of such period,
(B) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred
 
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under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a  pro forma  basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary had not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness,
(C) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale),
(D) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving  pro forma  effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition had occurred on the first day of such period and
(E) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (C) or (D) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving  pro forma  effect thereto as if such Asset Disposition, Investment or acquisition had occurred on the first day of such period.
 
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For purposes of this definition, whenever proforma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the  pro forma  calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given  pro forma  effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is incurred under a revolving credit facility and is being given  pro forma  effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the  pro forma  calculation to the extent that such Indebtedness was Incurred solely for working capital purposes.
“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication (but excluding, in each case amortization of deferred financing fees, any loss on early extinguishment of Indebtedness and any fees related to a Qualified Receivables Transaction),
(1) interest expense attributable to Capital Lease Obligations;
(2) amortization of debt discount;
(3) capitalized interest;
(4) non-cash interest expense (other than imputed interest as a result of purchase accounting);
(5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;
(6) net payments pursuant to Hedging Obligations;
(7) dividends paid in respect of all Disqualified Stock of the Company and all Preferred Stock of any Restricted Subsidiary, in each case, held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company);
(8) interest incurred in connection with Investments in discontinued operations;
(9) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and
 
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(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.
“Consolidated Net Income” means, for any period, the net income of the Company and its consolidated Subsidiaries; provided, however , that there shall not be included in such Consolidated Net Income:
(1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that
(A) subject to the exclusion contained in clause (4) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); and
(B) the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent actually funded with cash;
(2) any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction (or any transaction accounted for in a manner similar to a pooling of interests) for any period prior to the date of such acquisition;
(3) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that
(A) subject to the exclusion contained in clause (4) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and
(B) the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income to the extent actually funded in cash;
 
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(4) any gain (or loss) realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person;
(5) extraordinary, unusual or nonrecurring gains, losses, costs, charges or expenses (including severance, relocation, transition and other restructuring costs and litigation settlements or losses);
(6) the cumulative effect of a change in accounting principles;
(7) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs;
(8) any net after-tax gains or losses and all fees and expenses or charges relating thereto attributable to the early extinguishment of Indebtedness;
(9) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs in connection with the Transactions or any future acquisition, disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the Issue Date resulting from the application at SFAS Nos. 141, 142 or 144 (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed));
(10) any net gain or loss resulting from Hedging Obligations (including pursuant to the application of SFAS No. 133); and
(11) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations,
in each case, for such period. Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such Section pursuant to Section 4.04(a)(3)(D).
“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain
 
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working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor or (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
“Credit Agreement” means the Credit Agreement, originally dated as of July 25, 2007, by and among Parent, the Company, certain of its Subsidiaries identified therein as guarantors, the lenders from time to time party thereto, Credit Suisse, as Administrative Agent and collateral agent, together with the related documents thereto (including the term loans and revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any guarantees and security documents), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more other agreements (and related documents) governing Indebtedness, including indentures, incurred to Refinance, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder), in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or one or more successors to the Credit Agreement or one or more new credit agreements.
“Credit Facilities” means one or more debt facilities (including the Credit Agreement and indentures or debt securities) or commercial paper facilities, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term debt, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), debt securities or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time, including any refunding, replacement or refinancing thereof through the issuance of debt securities.
“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.
“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.
“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is designated as Designated Noncash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or cash equivalents received in connection with a subsequent sale, redemption or payment of, on or with respect to such Designated Noncash Consideration.
 
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“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:
(1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;
(2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or
(3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part,
in each case on or prior to the date which is 91 days after the Stated Maturity of the Securities; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” shall not constitute Disqualified Stock if (A) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable in terms of price to the holders of such Capital Stock than the terms applicable to the Securities in Sections 4.06 and 4.09 and (B) any such requirement only becomes operative after compliance with such terms applicable to the Securities, including the purchase of any Securities tendered pursuant thereto.
The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to this Indenture;  provided ,  however , that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.
“Domestic Restricted Subsidiary” means any Restricted Subsidiary other than a Foreign Subsidiary.
“EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income:
(1) all income tax expense of the Company and its consolidated Restricted Subsidiaries;
(2) Consolidated Interest Expense;
 
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(3) depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid item that was paid in cash in a prior period);
(4) all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period) less all non-cash items of income of the Company and its consolidated Restricted Subsidiaries (other than accruals of revenue by the Company and its consolidated Restricted Subsidiaries in the ordinary course of business); and
(5) fees related to a Qualified Receivables Transaction,
in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any State thereof or the District of Columbia or any Subsidiary of such Person.
“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in
(1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;
(2) statements and pronouncements of the Financial Accounting Standards Board; and
(3) such other statements by such other entity as approved by a significant segment of the accounting profession.
 
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“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:
(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or
(2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.
“Guarantor” means Parent and each Subsidiary Guarantor, as applicable.
“Guaranty” means the Parent Guaranty and each Subsidiary Guaranty, as applicable.
“Guaranty Agreement” means a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor or a successor to Parent guarantees the Company’s obligations with respect to the Securities on the terms provided for in this Indenture.
“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement or agreement intended to hedge against fluctuations in commodity prices.
“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books.
“Hospital” means a hospital, outpatient clinic, outpatient surgical center, long-term care facility, medical office building or other facility or business that is used or useful in or related to the provision of healthcare services.
“Hospital Swap” means an exchange of assets and, to the extent necessary to equalize the value of the assets being exchanged, cash by the Company or a Restricted Subsidiary for one or more Hospitals and/or one or more Related Businesses, or for 100% of the Capital Stock of any Person owning or operating one or more Hospitals and/or one or more Related Businesses;  provided  that cash does not exceed 30% of the sum of the amount of the cash and the fair market value of the Capital Stock or assets received or given by the Company or a Restricted Subsidiary in such transaction. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may consummate two Hospital Swaps in any 12-month period without regard to the requirements of the proviso in the previous sentence.
 
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“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Sections 4.03 and 4.10:
(1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;
(2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and
(3) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Indebtedness,
will not be deemed to be the Incurrence of Indebtedness or Liens.
“Indebtedness” means, with respect to any Person on any date of determination (without duplication):
(1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;
(2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;
(3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding any accounts payable or other liability to trade creditors arising in the ordinary course of business);
(4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);
(5) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with this Indenture (but excluding, in each case, any accrued dividends);
 
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(6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;
(7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value of such property or assets and the amount of the obligation so secured; and
(8) to the extent not otherwise included in this definition, Hedging Obligations of such Person.
Notwithstanding the foregoing, (A) in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing;  provided ,  however , that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter and (B) the term “Indebtedness” will exclude Contingent Obligations Incurred in the ordinary course of business and not in respect of Indebtedness.
The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above;  provided ,  however , that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.
“Indenture” means this Indenture as amended or supplemented from time to time.
“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided ,  however , that such firm is not an Affiliate of the Company.
“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates.
“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or
 
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services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person, in each case by any other Person. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time. The acquisition by the Company or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person at such time. Except as otherwise provided for herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in value.
For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted Payment” and Section 4.04, “Investment” shall include
(1) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary;  provided ,  however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors.
“Investment Grade Status” shall occur when the Securities receive both of the following: (1) a rating of “BBB-” or higher from S&P and (2) a rating of “ Baa3 ” or higher from Moody’s; or the equivalent of such rating by either such rating organization or, if no rating of Moody’s or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization.
“Issue Date” means [    ], [    ].
“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.
“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).
“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
 
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“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.
“Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:
(1) all legal, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Disposition;
(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;
(3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition;
(4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition; and
(5) any portion of the purchase price from an Asset Disposition placed in escrow, whether as a reserve for adjustment of the purchase price, for satisfaction of indemnities in respect of such Asset Disposition or otherwise in connection with that Asset Disposition;  provided ,  however , that upon the termination of that escrow, Net Available Cash will be increased by any portion of funds in the escrow that are released to the Company or any Restricted Subsidiary.
“Net Cash Proceeds”, with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.
 
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“Non-Recourse Indebtedness” of a Person means Indebtedness:
(1) as to which neither the Company nor any Subsidiary Guarantor:
(A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness);
(B) is directly or indirectly liable as guarantor or otherwise; or
(C) constitutes the lender; and
(2) no default with respect to which would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any Subsidiary Guarantor to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.
“Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the documentation governing such Indebtedness.
“Officer” means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of the Company.
“Officers’ Certificate” means a certificate signed by two Officers.
“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.
“Parent” means Community Health Systems, Inc., a Delaware corporation, and its successors or any other direct or indirect parent of the Company.
“Parent Board” means the Board of Directors of Parent or any committee thereof duly authorized to act on behalf of such Board.
“Parent Guaranty” means the Guarantee by Parent of the Company’s obligations with respect to the Securities.
“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:
(1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary;
(2) another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary;
(3) cash and Temporary Cash Investments;
 
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(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;  provided ,  however , that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;
(5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(6) loans or advances to employees made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary, but in any event not to exceed $25,000,000 in the aggregate outstanding at any one time;
(7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;
(8) any Person to the extent such Investment represents the non-cash portion of the consideration received for (i) an Asset Disposition as permitted pursuant to Section 4.06 or (ii) a disposition of assets not constituting an Asset Disposition;
(9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(10) any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;
(11) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under Section 4.03;
(12) any Person to the extent such Investment exists on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);
 
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(13) (a) any Investment in any captive insurance subsidiary in existence on the Issue Date or (b) in the event the Company or a Restricted Subsidiary shall establish a Subsidiary for the purpose of insuring the healthcare business or facilities owned or operated by the Company, any Subsidiary or any physician employed by or on the medical staff of any such business or facility (the “Insurance Subsidiary”), Investments in an amount that do not exceed 125% of the minimum amount of capital required under the laws of the jurisdiction in which the Insurance Subsidiary is formed (other than any excess capital that would result in any unfavorable tax or reimbursement impact if distributed), and any Investment by such Insurance Subsidiary that is a legal investment for an insurance company under the laws of the jurisdiction in which the Insurance Subsidiary is formed and made in the ordinary course of business and rated in one of the four highest rating categories;
(14) Physician Support Obligations incurred by the Company or any Restricted Subsidiary;
(15) Investments made in connection with Hospital Swaps;
(16) any Investment in a Receivables Subsidiary or other Person, pursuant to the terms and conditions of a Qualified Receivables Transaction;
(17) Investments the payment for which consists of a Capital Stock of the Company or Parent (other than Disqualified Stock);
(18) the Incurrence of Guarantees of Indebtedness not prohibited by Section 4.03 and performance guarantees;
(19) Investments consisting of earnest money deposits required in connection with a purchase agreement or other acquisition; and
(20) Persons to the extent such Investments, when taken together with all other Investments made pursuant to this clause (20) and outstanding on the date such Investment is made, do not exceed 5% of the Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);  provided ,  however , that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) above and shall not be included as having been made pursuant to this clause (20).
“Permitted Liens” means, with respect to any Person,
(1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;
 
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(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;  provided ,  however , that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;
(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;
(4) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;  provided ,  however , that such letters of credit do not constitute Indebtedness;
(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
(6) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person;  provided ,  however , that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;
 
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(7) Liens to secure Indebtedness permitted under Sections 4.03(b)(1) and 4.03(b)(16) (including, during any Suspension Period, Indebtedness of the type and in the amounts specified under such clause);
(8) Liens existing on the Issue Date;
(9) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided ,  however , that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);
(10) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person;  provided ,  however , that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);
(11) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a Restricted Subsidiary of such Person;
(12) Liens securing Hedging Obligations so long as such Hedging Obligations are permitted to be Incurred under this Indenture;
(13) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (6), (8), (9), (10) or (15);  provided ,  however , that (A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof) and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (6), (8), (9), (10) or (15) at the time the original Lien became a Permitted Lien and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
(14) Liens on assets of a Receivables Subsidiary and other customary Liens established pursuant to a Qualified Receivables Transaction; and
(15) Liens established to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.03 (including, during any Suspension Period, Indebtedness of the type and in the amounts specified under such Section);  provided ,  however , that at the time of Incurrence and after giving  pro forma  effect thereto, the ratio of (i) the aggregate amount of Secured Indebtedness as of such date of determination to (ii) EBITDA (determined on a  pro forma  basis consistent with the calculation of Consolidated Coverage Ratio) for the most recent four consecutive fiscal quarters for which internal financial statements are available would be less than 4.0 to 1.0.
 
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Notwithstanding the foregoing, “Permitted Liens” will not include any Lien described in clause (9) or (10) above to the extent such Lien applies to any Additional Assets acquired directly or indirectly from Net Available Cash pursuant to Section 4.06. For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.
“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
“Physician Support Obligation” means:
(1) a loan to or on behalf of, or a Guarantee of Indebtedness of or income of, a physician or healthcare professional providing service to patients in the service area of a Hospital operated by the Company or any of its Restricted Subsidiaries made or given by the Company or any Subsidiary of the Company:
(A) in the ordinary course of its business; and
(B) pursuant to a written agreement having a period not to exceed five years; or
(2) Guarantees by the Company or any Restricted Subsidiary of leases and loans to acquire property (real or personal) for or on behalf of a physician or healthcare professional providing service to patients in the service area of a Hospital operated by the Company or any of its Restricted Subsidiaries.
“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.
“principal” of a Security means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time.
“Prospectus Supplement” means the prospectus supplement related to the issuance of Securities on the Issue Date and filed with the SEC on [    ], [    ].
“Public Equity Offering” means an underwritten primary public offering of common stock of Parent or the Company for cash pursuant to an effective registration statement under the Securities Act.
 
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“Purchase Money Indebtedness” means Indebtedness (including Capital Lease Obligations) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of equipment or property that is used or useful in a Related Business (whether through the direct purchase of such asset or the purchase of Capital Stock of any Person owning such asset), including additions and improvements;  provided ,  however , that any Lien arising in connection with any such Indebtedness shall be limited to the specific asset being financed or, in the case of real property or fixtures, including additions and improvements, the real property on which such asset is attached;  provided further ,  however , that such Indebtedness is Incurred within 180 days after such acquisition of such assets.
“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary pursuant to which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer pursuant to customary terms to (1) a Receivables Subsidiary (in the case of a transfer by the Company or any Restricted Subsidiary) and (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.
“Rating Agency” means S&P and Moody’s or if S&P, Moody’s or both shall not make a rating on the Securities publicly available, a Nationally Recognized Statistical Rating Organization or organizations, as the case may be, selected by the Company (as certified by a resolution of the Board of Directors) which shall be substituted for S&P, Moody’s or both, as the case may be.
“Receivables Subsidiary” means any special purpose Wholly Owned Subsidiary of the Company that acquires accounts receivable generated by the Company or any of its Subsidiaries and that engages in no operations or activities other than those related to a Qualified Receivables Transaction;  provided  that, except pursuant to Standard Securitization Undertakings, (a) no portion of the obligations (contingent or otherwise) of which is recourse to or obligates the Company or any of its Restricted Subsidiaries in any way, (b) with which neither the Company nor any of its Restricted Subsidiaries has any contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company and (c) to which neither the Company nor any of its Restricted Subsidiaries has any obligation to maintain or preserve such Receivables Subsidiary’s financial condition or cause such Receivables Subsidiary to achieve certain levels of operating results.
 
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“Receivables Transaction Amount” means, with respect to any Qualified Receivables Transaction, (a) in the case of any securitization, the amount of obligations outstanding under the legal documents entered into as part of such Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase and (b) in the case of any other sale or factoring of accounts receivable, the cash purchase price paid by the buyer in connection with its purchase of such accounts receivable (including any bills of exchange) less the amount of collections received in respect of such accounts receivable and paid to such buyer, excluding any amounts applied to purchase fees or discount or in the nature of interest, in each case as determined in good faith and in a consistent and commercially reasonable manner by the Company.
“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, purchase, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.
“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness;  provided , however , that:
(1) such Refinancing Indebtedness has a Stated Maturity no earlier than the earlier of (A) the Stated Maturity of the Indebtedness being Refinanced and (B) the 91st day after the Stated Maturity of any Securities then outstanding;
(2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the greater of (A) the Average Life of the Indebtedness being Refinanced and (B) the Average Life of any Securities then outstanding;
(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and
(4) if the Indebtedness being Refinanced is subordinated in right of payment to the Securities or a Subsidiary Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Securities at least to the same extent as the Indebtedness being Refinanced;
providedfurther, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary (other than a Subsidiary Guarantor) that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.
 
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“Related Business” means a business affiliated or associated with a Hospital or any business related or ancillary to the provision of healthcare services or information or the investment in, or the management, leasing or operation of, any of the foregoing.
“Restricted Payment” with respect to any Person means
(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock in their capacity as such (other than (A) dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock), (B) dividends or distributions payable solely to the Company or a Restricted Subsidiary and (C) pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));
(2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Capital Stock of the Company held by any Person (other than by a Restricted Subsidiary), including in connection with any merger or consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);
(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of the Company or any Subsidiary Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or retirement); or
(4) the making of any Investment (other than a Permitted Investment) in any Person.
“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.
“RP Reference Date” means July 25, 2007.
“S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
 
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“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person.
“SEC” means the U.S. Securities and Exchange Commission.
“Secured Indebtedness” means any Indebtedness of the Company and its Restricted Subsidiaries secured by a Lien.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Senior Indebtedness” means with respect to any Person:
(1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and
(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above,
unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness or other Obligations are subordinate in right of payment to the Securities or the Subsidiary Guaranty of such Person, as the case may be;  provided ,  however , that Senior Indebtedness shall not include:
(A) any obligation of such Person to the Company or any Subsidiary of the Company;
(B) any liability for Federal, state, local or other taxes owed or owing by such Person;
(C) any accounts payable or other liability to trade creditors arising in the ordinary course of business;
(D) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or
(E) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of this Indenture.
“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.
 
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“Standard Securitization Undertakings” means all representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which are customary in securitization transactions involving accounts receivable.
“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).
“Subordinated Obligation” means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Securities or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect.
“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.
“Subsidiary Guarantor” means each Subsidiary of the Company that executes this Indenture as a guarantor on the Issue Date and each other Subsidiary of the Company that thereafter guarantees the Securities pursuant to the terms of this Indenture.
“Subsidiary Guaranty” means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the Securities.
“Temporary Cash Investments” means any of the following:
(1) any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;
(2) investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within one year of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50,000,000 (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one Nationally Recognized Statistical Rating Organization or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;
 
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(3) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;
(4) investments in commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P;
(5) investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s; and
(6) investments in money market funds that invest substantially all their assets in securities of the types described in clauses (1) through (5) above.
“Total Assets” means, as of any date of determination, after giving proforma effect to any acquisition of assets on such date, the sum of the amounts that would appear on the consolidated balance sheet of the Company and its Restricted Subsidiaries as the total assets of the Company and its Restricted Subsidiaries.
“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to [    ], [    ];  provided ,  however , that if the period from such redemption date to [    ], [    ] is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date.
“Trustee” means Regions Bank until a successor replaces it and, thereafter, means the successor.
“Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.
“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.
 
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“Unrestricted Subsidiary” means:
(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors in the manner provided below; and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated;  provided ,  however , that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under Section 4.04. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary;  provided ,  however , that immediately after giving effect to such designation no Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.
“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in  The Wall Street Journal  in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination. Except as described in Section 4.03, whenever it is necessary to determine whether the Company has complied with any covenant in this Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.
“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.
“Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
“Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or one or more other Wholly Owned Subsidiaries.
 
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SECTION 1.02. Other Definitions.

Term	  	Defined in
Section	
“Acceptable Commitment”	  	4.06	
“Affiliate Transaction”	  	4.07(a)	
“Bankruptcy Law”	  	6.01	
“Change of Control Offer”	  	4.09(b)	
“Company”	  	Preamble	
“covenant defeasance option”	  	8.01(b)	
“Custodian”	  	6.01	
“Event of Default”	  	6.01	
“Guaranteed Obligations”	  	10.01	
“Initial Lien”	  	4.10	
“legal defeasance option”	  	8.01(b)	
“Offer”	  	4.06(b)	
“Offer Amount”	  	4.06(c)(2)	
“Offer Period”	  	4.06(c)(2)	
“Paying Agent”	  	2.03	
“Purchase Date”	  	4.06(c)(1)	
“Registrar”	  	2.03	
“Securities”	  	Preamble	
“Successor Company”	  	5.01(a)(1)	
“Trustee”	  	Preamble	
SECTION 1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:
“Commission” means the SEC;
“indenture securities” means the Securities and the Guaranties;
“indenture security holder” means a Securityholder;
“indenture to be qualified” means this Indenture;
“indenture trustee” or “institutional trustee” means the Trustee; and
“obligor” on the indenture securities means the Company, each Guarantor and any other obligor on the indenture securities.
All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.
 
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SECTION 1.04. Rules of Construction. Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
(3) “or” is not exclusive;
(4) “including” means including without limitation;
(5) words in the singular include the plural and words in the plural include the singular;
(6) unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;
(7) secured Indebtedness shall not be deemed to be subordinate or junior to any other secured Indebtedness merely because it has a junior priority with respect to the same collateral;
(8) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;
(9) the principal amount of any Preferred Stock shall be (A) the maximum liquidation value of such Preferred Stock or (B) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater; and
(10) all references to the date the Securities were originally issued shall refer to the Issue Date.
Article 2
The Securities
SECTION 2.01. Form and Dating. Provisions relating to the Securities are set forth in the Appendix attached hereto (the “Appendix”) which is hereby incorporated in, and expressly made part of, this Indenture. The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage ( provided  that any such notation, legend or endorsement is in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms of the Securities set forth in the Appendix and Exhibit A are part of the terms of this Indenture.
 
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SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature which may be in counterparts.
If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.
A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.
On the Issue Date, the Trustee shall authenticate and deliver $[    ] of [    ]% Senior Notes Due [    ] and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03 and made pursuant to an effective registration statement under the Securities Act.
The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.
SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.
The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Wholly Owned Subsidiary incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent.
 
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The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.
SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to each due date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee of any default by the Company in making any such payment. If the Company, Parent or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.
SECTION 2.05. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders and shall comply with the other provisions of TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders.
SECTION 2.06. Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met.
SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security.
 
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Every replacement Security is an additional Obligation of the Company.
SECTION 2.08. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.
If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).
If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date, money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date, such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.
SECTION 2.09. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.
SECTION 2.10. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and destroy (subject to the record retention requirements of the Exchange Act) all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver a certificate of such destruction to the Company unless the Company directs the Trustee to deliver canceled Securities to the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation.
SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Securityholders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Securityholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.
 
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SECTION 2.12. CUSIP Numbers, ISINs, etc. The Company in issuing the Securities may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders;  provided ,  however , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall advise the Trustee in writing of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers applicable to the Securities.
SECTION 2.13. Issuance of Additional Securities. After the Issue Date, the Company shall be entitled, subject to its compliance with Section 4.03 and the registration thereof under the Securities Act, to issue Additional Securities under this Indenture, which Securities shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. All the Securities issued under this Indenture shall be treated as a single class for all purposes of this Indenture including waivers, amendments, redemptions and offers to purchase.
With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:
(1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture and the provision of Section 4.03 that the Company is relying on to issue such Additional Securities; and
(2) the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code;
Article 3
Redemption
SECTION 3.01. Notices to Trustee. If the Company elects to redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed and the paragraph of the Securities pursuant to which the redemption will occur.
 
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The Company shall give each notice to the Trustee provided for in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein.
SECTION 3.02. Selection of Securities to Be Redeemed. If fewer than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata to the extent practicable. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $2,000. Securities and portions of them the Trustee selects shall be in principal amounts of $2,000 or any greater integral multiple of $1,000. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed.
SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s registered address.
The notice shall identify the Securities to be redeemed and shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(5) if fewer than all the outstanding Securities are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed;
(6) that, unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;
(7) the “CUSIP” number, ISIN or “Common Code” number, if any, printed on the Securities being redeemed;
(8) that no representation is made as to the correctness or accuracy of the “CUSIP” number, ISIN, or “Common Code” number, if any, listed in such notice or printed on the Securities; and
(9) if applicable, the conditions precedent to the redemption.
 
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At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this Section.
SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, and subject to Section 3.07, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, and subject to Section 3.07, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date), and such Securities shall be canceled by the Trustee. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.
SECTION 3.05. Deposit of Redemption Price. Prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption which have been delivered by the Company to the Trustee for cancellation.
SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder (at the Company’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price for, and accrued interest on, all Securities to be redeemed.
SECTION 3.07. Company Discretion. Any redemption and notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to a Public Equity Offering, the consummation of such Public Equity Offering).
Article 4
Covenants
SECTION 4.01. Payment of Securities. The Company shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due.
The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.
 
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SECTION 4.02. SEC Reports. Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC, subject to the next sentence, and provide the Trustee and Securityholders with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings of such reports under such Sections and containing all the information, audit reports and exhibits required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company shall nevertheless continue filing the reports specified in the preceding sentence with the SEC within the time periods required unless the SEC will not accept such filing. The Company agrees that it shall not take any action for the purpose of causing the SEC not to accept such filings. If, notwithstanding the foregoing, the SEC will not accept such filings for any reason, the Company shall post the reports specified in the preceding sentence on its website within the time periods that would apply if the Company were required to file those reports with the SEC.
At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
The Company shall comply with the provisions of TIA § 314(a).
In addition, at any time that Parent holds no material assets other than cash, Temporary Cash Investments and the Capital Stock of the Company or any other direct or indirect intermediate holding company parent of the Company (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders of the Securities pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of Parent rather than of the Company;  provided ,  however , that the issuance by Parent of any Indebtedness or Capital Stock shall not be deemed to prevent the Company from exercising its option described in this paragraph to file and furnish reports, information and other documents of Parent to satisfy the requirements of this Section 4.02.
SECTION 4.03. Limitation on Indebtedness. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness;  provided ,  however , that the Company and the Subsidiary Guarantors shall be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a  pro forma  basis, the Consolidated Coverage Ratio exceeds 2.0 to 1.0.
 
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(b) Notwithstanding Section 4.03(a), the Company and the Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness:
(1) Indebtedness of the Company and the Subsidiary Guarantors pursuant to Credit Facilities; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(1) and clause (b)(13) below and then outstanding does not exceed $7,815,000,000 less the sum of all principal payments with respect to such Indebtedness pursuant to Section 4.06(a)(3)(A);
(2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness and such Indebtedness is held by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness and such Indebtedness is held by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Subsidiary Guarantor or with respect to its Subsidiary Guaranty;
(3) the Securities (other than any Additional Securities);
(4) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2) or (3) of this Section 4.03(b));
(5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company);  provided ,  however , that on the date of such acquisition and after giving  pro forma  effect thereto, the Company would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a) or the Consolidated Coverage Ratio would be higher after giving  pro forma  effect to such acquisition;
(6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (3), (4) or (5) of this Section 4.03(b) or this clause (6);  provided ,  however , that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary;
 
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(7) Hedging Obligations;
(8) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;
(9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;  provided ,  however , that such Indebtedness is extinguished within five Business Days of its Incurrence;
(10) Indebtedness consisting of the Guarantee of a Subsidiary Guarantor of Indebtedness Incurred pursuant to this Section 4.03 (other than Indebtedness Incurred pursuant to clauses (5) and (14) of this Section 4.03(b) or Refinancing Indebtedness Incurred pursuant to Section 4.03(b)(6) to the extent such Refinancing Indebtedness Refinances Indebtedness Incurred pursuant to such clause (5));  provided ,  however , that if the Indebtedness being guaranteed is subordinated to or  pari passu  with the Securities, then the Guarantee thereof shall be subordinated or  pari passu , as applicable, to the same extent as the Indebtedness being Guaranteed;
(11) Purchase Money Indebtedness and any Refinancing Indebtedness Incurred to Refinance such Indebtedness, in an aggregate principal amount which, when added together with the amount of Indebtedness Incurred pursuant to this clause (11) and then outstanding, does not exceed 4% of Total Assets;
(12) Physician Support Obligations incurred by the Company or any Restricted Subsidiary;
(13) Indebtedness Incurred pursuant to a Qualified Receivables Transaction; provided, however, that, at the time of such Incurrence, the Company would have been entitled to Incur Indebtedness pursuant to Section 4.03(b)(1) in an amount equal to the Receivables Transaction Amount of such Qualified Receivables Transaction;
(14) Non-Recourse Indebtedness of Restricted Subsidiaries in an aggregate principal amount which, when taken together with all other Non-Recourse Indebtedness of Restricted Subsidiaries Incurred pursuant to this clause (14) and then outstanding does not exceed 4% of Total Assets;
(15) the Incurrence by the Company or any Guarantor of Indebtedness to the extent that the net proceeds thereof are promptly deposited to fully defease or fully satisfy and discharge the Securities; and
(16) Indebtedness of the Company or the Subsidiary Guarantors in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and its Subsidiary Guarantors Incurred pursuant to this clause (16) and then outstanding does not exceed the greater of $750,000,000 and 5% of Total Assets.
 
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(c) For purposes of determining compliance with this Section 4.03, (1) any Indebtedness outstanding under the Credit Agreement as of the Issue Date will be treated as Incurred on the Issue Date under Section 4.03(b)(1), (2) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described herein, the Company, in its sole discretion, shall classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses of Section 4.03(a) or Section 4.03(b), (3) the Company shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described herein and (4) in the case of any Indebtedness initially Incurred pursuant to Section 4.03(b)(11), (14) or (16), the Company shall be entitled, in its sole discretion, to later reclassify all or any portion of such Indebtedness as having been Incurred under any other clause of Section 4.03(a) or Section 4.03(b) as long as, at the time of such reclassification, such Indebtedness (or portion thereof) would be permitted to be Incurred pursuant to such other clause or paragraph.
(d) For purposes of determining compliance with any U.S. dollar restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness;  provided ,  however , that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars, covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.
SECTION 4.04. Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:
(1) a Default shall have occurred and be continuing (or would result therefrom);
(2) the Company is not entitled to Incur an additional $1.00 of Indebtedness under Section 4.03(a); or
 
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(3) the aggregate amount of such Restricted Payment and all other Restricted Payments since the RP Reference Date would exceed the sum of (without duplication):
(A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the RP Reference Date occured to the end of the most recent fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus
(B) 100% of the aggregate Net Cash Proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of other property received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the RP Reference Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution and the fair market value, as determined in good faith by the Board of Directors of the Company, of other property received by the Company from its stockholders subsequent to the RP Reference Date;  plus
(C) 100% of the aggregate Net Cash Proceeds and the fair market value, as determined in good faith by the Board of Directors of the Company, of other property received by the Company from the Incurrence of Indebtedness to the extent such Indebtedness is converted or exchanged for Capital Stock (other than Disqualified Stock) subsequent to the RP Reference Date (other than an Incurrence to a Subsidiary of the Company and other than an Incurrence to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) (less the amount of any cash distributed by the Company upon such conversion or exchange); plus
(D) an amount equal to the sum of (i) the aggregate amount received by the Company or its Restricted Subsidiaries after the RP Reference Date resulting from repurchases, repayments or redemptions of Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions), in each case received by the Company or any Restricted Subsidiary, and (ii) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary.
 
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(b) The provisions of Section 4.04(a) shall not prohibit:
(1) any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its stockholders;  provided ,  however , that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under Section 4.04(a)(3)(B);
(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of, Subordinated Obligations of such Person which are permitted to be Incurred pursuant to Section 4.03;  provided ,  however , that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;
(3) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this Section 4.04 or the redemption, repurchase or retirement of Subordinated Obligations, if at the date of any irrevocable redemption notice such payment would have complied with this Section 4.04;  provided ,  however , that the payment of such dividend or payment of Subordinated Obligations shall be included in the calculation of the amount of Restricted Payments;
(4) so long as no Default has occurred and is continuing the purchase, redemption or other acquisition of shares of Capital Stock of Parent, the Company or any of its Subsidiaries from consultants, former consultants, employees, former employees, directors or former directors of Parent, the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock;  provided ,  however , that the aggregate amount of such Restricted Payments (excluding amounts representing cancellation of Indebtedness) shall not exceed $60,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years);  provided further ,  however , that such amount in any
 
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calendar year may be increased by an amount not to exceed (A) the cash proceeds from the sale of Capital Stock of the Company and, to the extent contributed to the Company, Capital Stock of Parent, in each case to employees, directors or consultants of Parent, the Company or any of its Restricted Subsidiaries, that occurs after the Issue Date plus (B) the cash proceeds of key man life insurance policies received by the Company or its Restricted Subsidiaries, or by Parent to the extent contributed to the Company, after the Issue Date (provided that the Company shall be entitled to elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any calendar year) less (C) the amount of any Restricted Payments previously made pursuant to clause (A) and (B) of this clause (4);  provided further ,  however , that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;
(5) the declaration and payments of dividends on Disqualified Stock issued pursuant to Section 4.03; provided, however, that, at the time of payment of such dividend, no Default shall have occurred and be continuing (or result therefrom);  provided further ,  however , that such dividends shall be excluded in the calculation of the amount of Restricted Payments;
(6) repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants;  provided ,  however , that such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments;
(7) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company;  provided ,  however , that any such cash payment shall not be for the purpose of evading the limitation of this Section 4.04 (as determined in good faith by the Board of Directors);  provided further ,  however , that such payments shall be excluded in the calculation of the amount of Restricted Payments;
(8) in the event of a Change of Control or Asset Disposition, the payment, purchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Disqualified Stock of Parent, the Company or any Restricted Subsidiary;  provided ,  however , that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company (or a third party to the extent permitted by this Indenture) has made a Change of Control Offer with respect to the Securities as a result of such Change of Control or an offer to purchase the Securities with the Net Cash Proceeds of an Asset Disposition and has purchased all Securities validly tendered and not withdrawn in connection in with such offer;  provided further ,  however , that such payments, purchases, redemptions, defeasances or other acquisitions or retirements shall be excluded in the calculation of the amount of Restricted Payments;
 
44

(9) payments of intercompany subordinated Indebtedness, the Incurrence of which was permitted under Section 4.03(b)(2); provided, however, that no Default has occurred and is continuing or would otherwise result therefrom;  provided further ,  however , that such payments shall be excluded in the calculation of the amount of Restricted Payments;
(10) Restricted Payments made by or in connection with the sale, disposition, transfer, dividend, distribution, contribution or other disposition of assets, other than cash or Temporary Cash Investments, in an amount which, when taken together with all Restricted Payments previously made pursuant to this clause (10), does not exceed 4% of Total Assets;  provided ,  however , that (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom), (B) at the time of and after giving effect to each such Restricted Payment, the Company is entitled to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) and (C) the amount of Restricted Payments made pursuant to this clause (10) shall be excluded in the calculation of the amount of Restricted Payments;
(11) the declaration and payment of dividends to, or the making of loans to Parent in amounts required for Parent to pay, without duplication: (A) franchise taxes and other fees, taxes and expenses required to maintain its corporate existence; (B) income taxes to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from the Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of the Unrestricted Subsidiaries; (C) customary salary, bonus, severance, indemnification obligations and other benefits payable to officers and employees of Parent; (D) general corporate overhead and operating expenses for Parent; and (E) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering or other financing transaction by Parent;  provided ,  however , that such payments shall be excluded in the calculation of the amount of Restricted Payments;
(12) distributions of Investments in Unrestricted Subsidiaries; provided, however, that such distributions shall be excluded in the calculation of the amount of Restricted Payments;
(13) payments in connection with a Qualified Receivables Transaction; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;
(14) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), mandatory redemptions of any Disqualified Stock issued as a Restricted Payment or as consideration for a Permitted Investment;  provided  that (A) the aggregate amount paid for such redemptions with respect to any such issuance is no greater than the corresponding amount that constituted a Restricted Payment or Permitted Investment upon issuance thereof and (B) at the time of and after giving effect to each such mandatory redemption, the Company is entitled to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a); or
 
45

(15) Restricted Payments in an amount which, when taken together with all Restricted Payments previously made pursuant to this clause (15) does not exceed $300,000,000;  provided ,  however , that (A) at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom) and (B) the amount of Restricted Payments made pursuant to this clause (15) shall be excluded in the calculation of the amount of Restricted Payments.
SECTION 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except:
(1) with respect to clauses (a), (b) and (c),
(A) any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date, including the Credit Agreement in effect on the Issue Date;
(B) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;
(C) any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C) or contained in any amendment to an agreement referred to in Section 4.05(1)(A) or (B) or this clause (C);  provided ,  however , that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the holders of the Securities than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;
 
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(D) any encumbrance or restriction included in contracts for the sale of assets, including any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;
(E) any encumbrance or restriction required by the terms of any agreement relating to a Qualified Receivables Transaction; provided, however , that such encumbrance or restriction applies only to such Qualified Receivables Transaction;
(F) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
(G) any encumbrance or restriction pursuant to the terms of any agreement or instrument relating to any Indebtedness of a Restricted Subsidiary permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.03 (i) if such encumbrance and restriction contained in any such agreement or instrument taken as a whole are not materially less favorable to the holders of the Securities than the encumbrances and restrictions contained in the Credit Agreement on the Issue Date (as determined in good faith by the Company) or (ii) if the encumbrances and restrictions are not materially more disadvantageous to the holders of the Securities than is customary in comparable financings (as determined in good faith by the Company) and either (x) the Company determines that such encumbrance or restriction will not adversely affect the Company’s ability to make principal and interest payments on the Securities as and when they come due or (y) such encumbrances and restrictions apply only during the continuance of a default in respect of a payment or financial maintenance covenant relating to such Indebtedness;
(H) any encumbrance or restriction pursuant to the terms of any agreement or instrument relating to any Indebtedness of Subsidiary Guarantors or Foreign Subsidiaries to the extent such Indebtedness is permitted to be Incurred pursuant to an agreement entered into subsequent to the Issue Date pursuant to Section 4.03;
(I) any encumbrance or restriction pursuant to customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business; and
(J) applicable law or any applicable rule, regulation or order; and
 
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(2) with respect to clause (c) only,
(A) any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder; and
(B) any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages.
SECTION 4.06. Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Company, of the shares and assets subject to such Asset Disposition; (2) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A)  first , to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or of a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or a Subsidiary of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B)  second , to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C)  third , to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to the holders of the Securities (and to holders of other Senior Indebtedness of the Company or of a Subsidiary Guarantor designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture;  provided ,  however , that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased, although such requirement to retire Indebtedness and reduce loan commitments shall not be deemed to prohibit the Company and the Restricted Subsidiaries from thereafter Incurring Indebtedness otherwise permitted by Section 4.03;  provided ,  however , that, in the case of clause (B) above a binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”);  provided further  that if any Acceptable Commitment is later canceled or terminated for any reason before such
 
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Net Available Cash is applied, then such Net Available Cash shall be applied pursuant to clause (C) above. Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.06(a) exceeds $100,000,000. Pending application of Net Available Cash pursuant to this Section 4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness or in any other manner permitted by this Indenture.
For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (i) the assumption or discharge of Indebtedness or other liabilities of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; (ii) securities or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the Asset Disposition, to the extent of the cash received in that conversion; (iii) Additional Assets; and (iv) any Designated Noncash Consideration received by the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate fair market value (as determined in good faith by the Board of Directors), taken together with all other Designated Noncash Consideration received pursuant to this clause) that is at that time outstanding, not to exceed the greater of (x) $250,000,000 and (y) an amount equal to 3% of Total Assets on the date on which such Designated Noncash Consideration is received (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in value).
(b) In the event of an Asset Disposition that requires the purchase of Securities (and other Senior Indebtedness of the Company or of a Subsidiary Guarantor) pursuant to Section 4.06(a)(3)(C), the Company will purchase Securities tendered pursuant to an offer by the Company for the Securities (and such other Senior Indebtedness of the Company or of a Subsidiary Guarantor) (the “Offer”) at a purchase price of 100% of their principal amount  ( or, in the event such other Senior Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), without premium, plus accrued but unpaid interest (or, in respect of such other Senior Indebtedness, such other price, not to exceed 100%, as may be provided for by the terms of such other Senior Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 4.06(c). If the aggregate purchase price of securities tendered exceeds the Net Available Cash allotted to their purchase, the Company shall select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Securities will be denominations of $2,000 principal amount or any greater integral multiple of $1,000. The Company shall not be required to make an Offer to purchase Securities (and other Senior Indebtedness of the Company or a Subsidiary Guarantor) pursuant to this Section 4.06 if the Net Available Cash available therefor is less than $100,000,000 (which lesser amount shall be
 
49

carried forward for purposes of determining whether such an Offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an Offer, Net Available Cash shall be deemed to be reduced by the aggregate amount of such Offer.
(c) (1) Promptly, and in any event within 10 days after the Company becomes obligated to make an Offer, the Company shall deliver to the Trustee and send, by first-class mail to each Holder, a written notice stating that the Holder may elect to have his Securities purchased by the Company either in whole or in part (subject to prorating as described in Section 4.06(b) in the event the Offer is oversubscribed) in denominations of $2,000 principal amount or any greater integral multiple of $1,000, at the applicable purchase price. The notice shall specify a purchase date not less than 30 days nor more than 60 days after the date of such notice (the “Purchase Date”) and shall contain such information concerning the business of the Company which the Company in good faith believes will enable such Holders to make an informed decision (which at a minimum will include (A) the most recently filed Annual Report on Form 10-K (including audited consolidated financial statements) of the Company, the most recent subsequently filed Quarterly Report on Form 10-Q and any Current Report on Form 8-K of the Company filed subsequent to such Quarterly Report, other than Current Reports describing Asset Dispositions otherwise described in the offering materials (or corresponding successor reports), (B) a description of material developments in the Company’s business subsequent to the date of the latest of such reports, and (C) if material, appropriate  pro forma  financial information) and all instructions and materials necessary to tender Securities pursuant to the Offer, together with the information contained in clause (3).
(2) Not later than the date upon which written notice of an Offer is delivered to the Trustee as provided below, the Company shall deliver to the Trustee an Officers’ Certificate as to (A) the amount of the Offer (the “Offer Amount”), including information as to any other Senior Indebtedness included in the Offer, (B) the allocation of the Net Available Cash from the Asset Disposition pursuant to which such Offer is being made and (C) the compliance of such allocation with the provisions of Section 4.06(a) and (b). On such date, the Company shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust) in Temporary Cash Investments, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. If the Offer includes other Senior Indebtedness, the deposit described in the preceding sentence may be made with any other paying agent pursuant to arrangements satisfactory to the Trustee. Upon the expiration of the period for which the Offer remains open (the “Offer Period”), the Company shall deliver to the Trustee for cancellation the Securities or portions thereof which have been properly tendered to and are to be accepted by the Company. The Trustee shall, on the Purchase Date, mail or deliver payment (or cause the delivery of payment) to each tendering Holder in the amount of the purchase price. In the event that the aggregate purchase price of
 
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the Securities delivered by the Company to the Trustee is less than the Offer Amount applicable to the Securities, the Trustee shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section 4.06.
(3) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered.
(4) At the time the Company delivers Securities to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Securities are to be accepted by the Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering Holder.
(d) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section 4.06. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue of its compliance with such securities laws or regulations.
SECTION 4.07. Limitation on Affiliate Transactions. (a) The Company will not, and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) involving aggregate consideration in excess of $5,000,000 unless (1) the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $25,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Company disinterested with respect to such Affiliate Transaction, if any, have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $100,000,000, the Board of Directors shall also have received a written opinion from an
 
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Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.
(b) The provisions of Section 4.07(a) shall not prohibit (1) any Permitted Investment (other than a Permitted Investment described in clauses (1), (2) or (15) of the definition thereof) or Restricted Payment (but, in the case of a Restricted Payment, only to the extent (i) included in the calculation of the amount of Restricted Payments made pursuant to Section 4.04(a)(3), or (ii) made pursuant to Section 4.04(b)(4) through (15)); (2) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans, or indemnities provided on behalf of employees or directors approved by the Board of Directors or senior management of the Company; (3) loans or advances to employees in the ordinary course of business consistent with the past practices of the Company or its Restricted Subsidiaries, but in any event not to exceed $25,000,000 in the aggregate outstanding at any one time; (4) the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries; (5) any transaction with the Company, a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (6) the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company; (7) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Company, or are no less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s length transaction with a Person who is not an Affiliate; (8) any agreement as in effect on the Issue Date or any renewals or extensions of any such agreement (so long as such renewals or extensions are not less favorable to the Company or the Restricted Subsidiaries in any material respect) and the transactions evidenced thereby; (9) any transaction pursuant to a Qualified Receivables Transaction; (10) any transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries; (11) the entry into and performance obligations of the Company or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this Section 4.07 or to the extent not less favorable to the Holders in any material respect; and (12) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased substantially contemporaneously by Persons who are not the Company’s Affiliates; provided that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons who are not the Company’s Affiliates.
 
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SECTION 4.08. Limitation on Line of Business. The Company will not, and will not permit any Restricted Subsidiary, to engage in any business other than a Related Business, except to the extent as would not be material to the Company and its Subsidiaries taken as a whole.
SECTION 4.09. Change of Control. (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require that the Company purchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(b) Within 30 days following any Change of Control, the Company shall mail a notice to each Holder with a copy to the Trustee (the “Change of Control Offer”) stating:
(1) that a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);
(2) the circumstances and relevant facts regarding such Change of Control (including information with respect to proforma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);
(3) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and
(4) the instructions, as determined by the Company, consistent with this Section, that a Holder must follow in order to have its Securities purchased.
(c) Holders electing to have a Security purchased will be required to surrender the Security, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. Holders will be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security which was delivered for purchase by the Holder and a statement that such Holder is withdrawing his election to have such Security purchased.
 
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(d) On the purchase date, all Securities purchased by the Company under this Section 4.09 shall be delivered by the Company to the Trustee for cancellation, and the Company shall pay the purchase price plus accrued and unpaid interest, if any, to the Holders entitled thereto.
(e) Notwithstanding the foregoing provisions of this Section 4.09, the Company shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.09 applicable to a Change of Control Offer made by the Company and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.
(f) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
(g) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue of its compliance with such securities laws or regulations.
SECTION 4.10. Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired securing any Indebtedness, other than Permitted Liens, without effectively providing that the Securities shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.
Any Lien created for the benefit of the Holders of the Securities pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.
SECTION 4.11. Limitation on Sale/Leaseback Transactions. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless (a) the Company or such Restricted Subsidiary would be entitled to (1) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to Section 4.03 and (2) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Securities pursuant to Section 4.10, (b) the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the fair market value (as determined by the Board of Directors) of such property and (c) the Company applies the proceeds of such transaction in compliance with Section 4.06.
 
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SECTION 4.12. Future Guarantors. The Company shall cause each Domestic Restricted Subsidiary that Incurs any Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(2), (7), (8), (9), (12), (13) or (14) to, and each Foreign Subsidiary that enters into a Guarantee of any Senior Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(2), (7), (8), (9), (12), (13) or (14) and other than a Foreign Subsidiary that Guarantees Senior Indebtedness Incurred by another Foreign Subsidiary) to, in each case, within 30 Business Days, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Securities on the same terms and conditions as those set forth in Article 10 of this Indenture.
SECTION 4.13. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4).
SECTION 4.14. Further Instruments and Acts. Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
SECTION 4.15. Covenant Suspension. (a) Following the first day (a) the Securities have achieved Investment Grade Status and (b) no Default or Event of Default has occurred and is continuing, then, beginning on that day and continuing until the Reversion Date (as defined below), the Company and its Restricted Subsidiaries will not be subject to the following provisions of this Indenture (collectively, the “Suspended Covenants”): Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.08, Section 4.11(a)(1), Section 4.11(c), Section 4.12 and Section 5.01(a)(3).
(b) If at any time the Securities cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and shall be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Securities subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Securities maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Securities or any Guaranty with respect
 
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to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the Suspended Covenants and the Reversion Date is referred to as the “Suspension Period.”
(c) On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.03(a) or Section 4.03(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.03(a) or Section 4.03(b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(4). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.04 will be made as though Section 4.04 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.04(a). During the Suspension Period, any future obligation to grant further Guarantees of the Securities shall be suspended. All such further obligation to grant Guarantees of the Securities shall be reinstated upon the Reversion Date.
(d) The Company shall deliver promptly to the Trustee an Officer’s Certificate notifying the Trustee of any suspension of the Suspended Covenants and any Reversion Date.
Article 5
Successor Company
SECTION 5.01. When Company May Merge or Transfer Assets. (a) The Company shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:
(1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture;
 
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(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;
(3) immediately after giving pro forma effect to such transaction, (A) the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio for the Successor Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction; and
(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture;
provided, however, that clauses (2) and (3) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company (so long as no Capital Stock of the Company is distributed to any Person) or to another Restricted Subsidiary or (B) the Company merging with an Affiliate of the Company solely for the purpose of reincorporating the Company in another jurisdiction.
For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.
The Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from all obligations under the Indenture and to pay the principal of and interest on the Securities.
(b) The Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or series of transactions, all or substantially all of its assets to any Person unless:
(1) the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction in which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form
 
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satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty; provided, however, that the foregoing shall not apply in the case of a Subsidiary Guarantor (x) that has been disposed of in its entirety to another Person (other than to the Company or a Restricted Subsidiary of the Company), whether through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary, in both cases, if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06 in respect of such disposition;
(2) immediately after giving effect to such transaction or transactions on a proforma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and
(3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture;
provided, however, that clause (2) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to a Subsidiary Guarantor (so long as no Capital Stock of the Subsidiary Guarantor is distributed to any Person) or to another Restricted Subsidiary or (B) a Subsidiary Guarantor merging with an Affiliate of the Company solely for the purpose of reincorporating the Subsidiary Guarantor in another jurisdiction.
(c) Parent shall not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:
(1) the resulting, surviving or transferee Person (if not Parent) shall be a Person organized and existing under the laws of the jurisdiction in which Parent was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of Parent, if any, under the Parent Guaranty;
(2) immediately after giving effect to such transaction or transactions on a proforma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and
 
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(3) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture;
provided, however, that clause (2) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to Parent (so long as no Capital Stock of Parent is distributed to any Person) or (B) Parent merging with an Affiliate of the Company solely for the purpose of reincorporating Parent in another jurisdiction.
Article 6
Defaults and Remedies
SECTION 6.01. Events of Default. An “Event of Default” occurs if:
(1) the Company defaults in any payment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days;
(2) the Company defaults in the payment of the principal of any Security when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;
(3) the Company or Parent fails to comply with Section 5.01;
(4) the Company or any Subsidiary Guarantor fails to comply with any of its agreements contained in this Indenture (other than those referred to in clause (1), (2) or (3) above) and such failure continues for 60 days after the notice specified below;
(5) Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $125,000,000, or its foreign currency equivalent at the time;
(6) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief against it in an involuntary case;
(C) consents to the appointment of a Custodian of it or for any substantial part of its property; or
 
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(D) makes a general assignment for the benefit of its creditors;
or takes any comparable action under any foreign laws relating to insolvency;
(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any Significant Subsidiary in an involuntary case;
(B) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or
(C) orders the winding up or liquidation of the Company or any Significant Subsidiary;
or any similar relief is granted under any foreign laws and the order or decree remains unstayed and in effect for 60 days;
(8) any judgment or decree for the payment of money in excess of $125,000,000 or its foreign currency equivalent at the time (other than a judgment or decree covered by indemnities or insurance policies issued by reputable and creditworthy companies to the extent coverage has not been disclaimed) is entered against the Company or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following the entry of such judgment or decree and is not discharged, waived or stayed; or
(9) any Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Guaranty) or any Guarantor denies or disaffirms its obligations under its Guaranty.
The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.
The term “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.
A Default under clause (4) will not constitute an Event of Default until the Trustee or the holders of at least 25% in principal amount of the outstanding Securities notify the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.
 
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In the event of any Event of Default under clause (5), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Securityholders, if within 20 Business Days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that (x) the Indebtedness that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities be annulled, waived or rescinded upon the happening of any such events.
In the event that the Company or any of its Restricted Subsidiaries had previously taken an action (or failed to take an action) that was prohibited (or required) by this Indenture solely because of the continuance of a Default (the “Initial Default”), then upon the cure or waiver of the Initial Default, any Default or Event of Default arising from the taking of such action (or failure to take such action) and all consequences thereof (excluding any resulting payment Default, other than as a result of acceleration of the Securities) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders.
The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Event of Default under clause (5) or (9) and any event which with the giving of notice or the lapse of time would become an Event of Default under clause (4) or (8), its status and what action the Company is taking or proposes to take with respect thereto.
SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) with respect to the Company) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Securities by notice to the Company and the Trustee, may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(6) or (7) with respect to the Company occurs, the principal of and interest on all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.
SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.
 
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The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.
SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities then outstanding by notice to the Trustee may waive an existing Default or Event of Default and its consequences under this Indenture except (a) a Default in the payment of the principal of or interest on a Security, (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Securityholder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.
SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability;  provided ,  however , that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.
SECTION 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Securityholder may pursue any remedy with respect to this Indenture or the Securities unless:
(1) the Holder gives to the Trustee written notice stating that an Event of Default is continuing;
(2) the Holders of at least 25% in principal amount of the outstanding Securities make a written request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense;
(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and
(5) the Holders of a majority in principal amount of the outstanding Securities do not give the Trustee a direction inconsistent with the request during such 60-day period.
 
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A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. In the event that the Definitive Securities are not issued to any beneficial owner promptly after the Registrar has received a request from the Holder of a Global Security to issue such Definitive Securities to such beneficial owner or its nominee, the Company expressly agrees and acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to this Indenture, the right of such beneficial holder of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial holder’s Securities as if such Definitive Securities had been issued.
SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.
SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.
SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:
FIRST: to the Trustee for amounts due under Section 7.07;
SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and
THIRD: to the Company.
 
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The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.
SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities.
SECTION 6.12. Waiver of Stay or Extension Laws. The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.
Article 7
Trustee
SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.
(b) Except during the continuance of an Event of Default:
(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.
 
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(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that:
(1) this paragraph does not limit the effect of paragraph (b) of this Section;
(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.
(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.
SECTION 7.02. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.
(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers;  provided ,  however , that the Trustee’s conduct does not constitute wilful misconduct or negligence.
 
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(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.
SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.
SECTION 7.05. Notice of Defaults. If a Default occurs, is continuing and is known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Security (including payments pursuant to the mandatory redemption provisions of such Security, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is not opposed to the interests of the Securityholders.
SECTION 7.06. Reports by Trustee to Holders. As promptly as practicable after each July 15, beginning with the July 15 following the date of this Indenture, and in any event prior to September 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of July 15 that complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b).
A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof.
SECTION 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the
 
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compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee against any and all loss, liability or expense (including attorneys’ fees) Incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by the Trustee through the Trustee’s own wilful misconduct, negligence or bad faith.
To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities.
The Company’s payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(6) or (7) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.
SECTION 7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if:
(1) the Trustee fails to comply with Section 7.10;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting.
If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.
A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.
 
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If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.
If the Trustee fails to comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.
SECTION 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation, without any further act, shall be the successor Trustee.
In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificates of the Trustee shall have.
SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.
SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.
 
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Article 8
Discharge of Indenture; Defeasance
SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a) When (1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07) for cancellation or (2) all outstanding Securities have become due and payable, whether at maturity or on a redemption date as a result of the mailing of an unconditional notice of redemption pursuant to Article 3 hereof and, in the case of clause (2), the Company irrevocably deposits with the Trustee funds sufficient to pay at maturity or upon redemption all outstanding Securities, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.07), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.
(b) Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its obligations under the Securities and this Indenture (“legal defeasance option”) or (2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of Sections 6.01(5), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of Sections 6.01(6) and (7), with respect only to Significant Subsidiaries and Subsidiary Guarantors) and the limitations contained in Section 5.01(a)(3) (“covenant defeasance option”). The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.
If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(4), 6.01(5), 6.01(6) or 6.01(7) (but, in the case of Sections 6.01(4), (5) and (6), with respect only to Significant Subsidiaries and Subsidiary Guarantors) or because of the failure of the Company to comply with Section 5.01(a)(3). If the Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor, if any, shall be released from all its obligations with respect to its Guaranty.
Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates.
(c) Notwithstanding clauses (a) and (b) above, the Company’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.07, 8.04 and 8.05 shall survive.
 
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SECTION 8.02. Conditions to Defeasance. The Company shall be entitled to exercise its legal defeasance option or its covenant defeasance option only if:
(1) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on the Securities to maturity or redemption, as the case may be;
(2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities to maturity or redemption, as the case may be;
(3) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(6) or (7) with respect to the Company occurs which is continuing at the end of the period;
(4) the deposit does not constitute a default under any other agreement binding on the Company;
(5) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, nor is qualified as, a regulated investment company under the Investment Company Act of 1940;
(6) in the case of the legal defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) since the date of this Indenture there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;
(7) in the case of the covenant defeasance option, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Securityholders will not recognize income, gain or loss for Federal income tax purposes as a result of such covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;
(8) the Company delivers to the Trustee an Opinion of Counsel in the jurisdiction of organization of the Company (if other than the United States) to the effect that Holders will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such deposit and defeasance, and will be subject to income tax of such jurisdiction on the same amounts, and in the same manner and at the same times as would have been the case if such deposit and defeasance, had not occurred; and
 
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(9) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article 8 have been complied with.
Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3.
SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities.
SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or Securities held by them at any time.
Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors.
SECTION 8.05. Indemnity for Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.
SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and each Guarantor’s obligations under this Indenture, each Guaranty and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8;  provided ,  however , that, if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.
 
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Article 9
Amendments
SECTION 9.01. Without Consent of Holders. The Company, the Guarantors and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for the assumption by a successor corporation of the obligations of the Company or any Guarantor pursuant to Article 5;
(3) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;
(4) to add Guarantees with respect to the Securities, including any Subsidiary Guaranties, or to secure the Securities;
(5) to add to the covenants of the Company or any Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or any Subsidiary Guarantor;
(6) to make any change that does not adversely affect the rights of any holder of the Securities;
(7) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA;
(8) to make changes of a technical or conforming nature that are necessary (as determined in good faith by the Company) for the proper issuance of Additional Securities otherwise permitted to be issued under this Indenture;
(9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements hereof or to provide for the accession by such successor Trustee to the Securities, the Guaranties and this Indenture;
(10) to conform the text of this Indenture, the Securities and the Subsidiary Guaranties to any provision of the “Description of the Notes” contained in the Prospectus Supplement to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture, the Securities and the Guaranties; or
 
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(11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities; provided, however, that (a) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any other applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Securities.
After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
SECTION 9.02. With Consent of Holders. The Company, the Guarantors and the Trustee may amend this Indenture or the Securities with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding. However, without the consent of each Securityholder affected thereby, an amendment or waiver may not:
(1) reduce the amount of Securities whose Holders must consent to an amendment;
(2) reduce the rate of or extend the time for payment of interest on any Security;
(3) reduce the principal of or change the Stated Maturity of any Security;
(4) change the provisions applicable to the redemption of any Security contained in Article 3 hereto or paragraph 5 of the Securities;
(5) make any Security payable in money other than that stated in the Security;
(6) make any changes in the ranking or priority of any Security that would adversely affect the Securityholders;
(7) make any change in Section 6.04 or 6.07 or the second sentence of this Section;
(8) make any change in the ranking or priority of any Securities that would adversely affect the Securityholders; or
(9) make any change in, or release other than in accordance with this Indenture, any Guaranty that would adversely affect the Securityholders.
 
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It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.
After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.
SECTION 9.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.
The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.
SECTION 9.05. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.
SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and (subject to Section 7.01) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.
 
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SECTION 9.07. Payment for Consent. Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.
Article 10
Guaranties
SECTION 10.01. Guaranties. Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Obligation.
Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person (including any Subsidiary Guarantor) under this Indenture, the Securities or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (5) the failure of any Holder or the Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations; or (6) except as set forth in Section 10.06, any change in the ownership of such Guarantor.
Each Guarantor further agrees that its Guaranty herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.
 
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Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.
Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.
In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (C) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee.
Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full of all such Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations hereby may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.
 
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Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) Incurred by the Trustee or any Holder in enforcing any rights under this Section.
SECTION 10.02. Limitation on Liability. Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.
SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 10 at law, in equity, by statute or otherwise.
SECTION 10.05. Modification. No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.
SECTION 10.06. Release of Guarantor. A Subsidiary Guarantor will be released (and, in the case of clause (5) and (6), Parent will be released) from its obligations under this Article 10 (other than any obligation that may have arisen under Section 10.07):
(1) upon the sale (including any sale pursuant to any foreclosure of any pledge or security interest, or other exercise of remedies by a holder of Indebtedness of the Company or of such Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary,
 
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(2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,
(3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture,
(4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.12 and the Company provides an Officers’ Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Guarantor released from this Article 10,
(5) upon defeasance of the Securities pursuant to Article 8, or
(6) upon the full satisfaction of the Company’s obligations under this Indenture;
provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Restricted Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06.
At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
SECTION 10.07. Contribution. Each Subsidiary Guarantor that makes a payment under its Subsidiary Guaranty shall be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s  pro rata  portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.
Article 11
Miscellaneous
SECTION 11.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.
SECTION 11.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:
if to the Company or any Guarantor:
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, TN 37067
 
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Attention of General Counsel; and
if to the Trustee:
Regions Bank
315 Deaderick Street, 4th Floor
Nashville, Tennessee 37238
Attention: Corporate Trust Services
The Company, any Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.
Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.
Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.
SECTION 11.03. Communication by Holders with Other Holders. Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, any Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).
SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:
(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and
(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
 
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SECTION 11.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:
(1) a statement that the individual making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.
SECTION 11.06. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.
SECTION 11.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or at a meeting of Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions.
SECTION 11.08. Legal Holidays. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.
SECTION 11.09. Governing Law. This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York.
SECTION 11.10. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company under the Securities or this Indenture or of such Guarantor under its Guaranty or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation (other than pursuant to any Guaranty). By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.
 
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SECTION 11.11. Successors. All agreements of the Company in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
SECTION 11.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.
SECTION 11.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
[Remainder of Page Intentionally Left Blank]
 
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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

CHS/COMMUNITY HEALTH SYSTEMS, INC.,	
 	 	
By	 	 	
 	 	Name:	
 	 	Title:	

 	 	 	
[GUARANTORS],	
 	 	
By	 	 	
 	 	Name:	
 	 	Title:	

 	 	 	
REGIONS BANK, as Trustee,	
 	 	
By	 	 	
 	 	Name:	
 	 	Title:	

APPENDIX
PROVISIONS RELATING TO SECURITIES,
1. Definitions
1.1 Definitions
For the purposes of this Appendix the following terms shall have the meanings indicated below:
“Additional Securities” means Securities (other than the Securities issued on the Issue Date) issued under the Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of the Indenture), as part of the same series as the Securities issued on the Issue Date.
“Definitive Security” means a certificated Security.
“Depository” means The Depository Trust Company, its nominees and their respective successors.
“Global Security Legend” means the legend set forth in Section 2.3(d) hereto, which is required to be placed on all Securities Issued under the Indenture.
“Global Securities” mean, individually and collectively, each of the Securities issued or issuable in the global form of Exhibit A hereto issued in accordance with Article 2 of the Indenture.
“Issue Date” means [    ], [    ].
“Securities” means (1) $[    ], aggregate principal amount of [    ]% Senior Notes Due [    ] issued on the Issue Date and (2) Additional Securities, if any.
“Securities Act” means the Securities Act of 1933.
“Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee.
“Underwriters” means (1) with respect to the Securities issued on the Issue Date, [    ] and (2) with respect to each issuance of Additional Securities, the Persons underwriting such issuance of Additional Securities under the related Underwriting Agreement.
“Underwriting Agreement” means (1) with respect to the Securities issued on the Issue Date, the Underwriting Agreement dated [    ], [    ], among the Company, the Guarantors and the Underwriters, and (2) with respect to each issuance of Additional Securities, the underwriting agreement among the Company, the Guarantors and the Persons underwriting such issuance of Additional Securities.

1.2 Other Definitions

Term	  	Defined in
Section:	 	
“Agent Members”	  	 	2.1(b)	  	
2. The Securities.
2.1 (a) Form and Dating. The Securities issued on the Issue Date will be offered and sold by the Company pursuant to an Underwriting Agreement. Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security Legend and the “Schedule of Increases or Decreases in the Global Security” attached thereto). Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security Legend and without the “Schedule of Increases or Decreases in the Global Security” attached thereto). Each Global Security shall represent such aggregate principal amount of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Additional Securities offered after the Issue Date may be transferred by the holders thereof in accordance with applicable law.
Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by the Trustee, the Depository or the Securities Custodian, at the direction of the Trustee, in accordance with instructions give by the Securityholder thereof.
(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depository.
The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository.
 
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Members of, or participants in, the Depository (“Agent Members”) shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Security, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Security.
(c) Definitive Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Global Securities shall not be entitled to receive physical delivery of Definitive Securities.
2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of $[    ] of [    ]% Senior Notes Due [    ] and (2) any Additional Securities for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture for a like principal amount of Initial Securities, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of any issuance of Additional Securities pursuant to Section 2.13 of the Indenture, shall certify that such issuance is in compliance with Section 4.03 of the Indenture and made pursuant to an effective registration statement under the Securities Act.
2.3 Transfer and Exchange.
(a) Transfer and Exchange of Definitive Securities. When Definitive Securities are presented to the Registrar with a request:
 
 	(x)	to register the transfer of such Definitive Securities; or	
 
 	(y)	to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,	
the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing.
 
A-3

(b) Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Global Security, except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depository account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate of the Company, a new Global Security in the appropriate principal amount.
(c) Transfer and Exchange of Global Securities.
(i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with the Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.
(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred.
 
A-4

(iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.
(d) Legend.
(i) Each Security certificate evidencing the Global Securities shall bear a legend in substantially the following form:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
Each Definitive Security shall also bear the following additional legend:
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
 
A-5

(e) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.
(f) No Obligation of the Trustee.
(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.
(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
 
A-6

2.4 Definitive Securities.
(a) A Global Security deposited with the Depository or with the Trustee as Securities Custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Security and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act, in either case, and a successor depository is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under the Indenture.
(b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 2.4 shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations. Any portion of a Global Security transferred pursuant to this Section 2.4 shall be executed, authenticated and delivered only in denominations of $2,000 principal amount and any greater integral multiple of $1,000 and registered in such names as the Depository shall direct.
(c) Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Securities.
(d) In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Securities in definitive, fully registered form without interest coupons. In the event that such Definitive Securities are not issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 6.06 of the Indenture, the right of any beneficial owner of Securities to pursue such remedy with respect to the portion of the Global Security that represents such beneficial owner’s Securities as if such Definitive Securities had been issued.
 
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EXHIBIT A
[FORM OF FACE OF SECURITY]
[Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[Definitive Securities Legend]
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

 	 	 	
No.            	 	$            	
[    ]% Senior Notes Due [            ]
CHS/Community Health Systems, Inc., a Delaware corporation, promises to pay to             , or registered assigns, the principal sum of              Dollars on [    ], [    ].
Interest Payment Dates: [    ] and [    ].
Record Dates: [    ] and [    ].
Additional provisions of this Security are set forth on the other side of this Security.
 
2

Dated:

CHS/COMMUNITY HEALTH SYSTEMS, INC.	
 	 	
By:	 	 	
 	 	Name:	
 	 	Title:	
 	 	
By:	 	 	
 	 	Name:	
 	 	Title:	
 
3

 	 	 	
This is one of the Securities referred
to in the within-mentioned Indenture.	
 	
REGIONS BANK,
     as Trustee	
 	 	
By:	 	 	
 	 	Authorized Signatory	
 
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[FORM OF REVERSE SIDE OF SECURITY]
[    ]% Senior Note Due [    ]
 
1.	Interest	
CHS/Community Health Systems, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on [    ] and [    ] of each year, commencing [    ], [    ]. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from [    ]. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the rate borne by this Security plus 1.0% per annum, and it will pay interest on overdue installments of interest at the same rate to the extent lawful.
 
2.	Method of Payment	
The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the [    ] or [    ] next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Depository. The Company will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof;  provided ,  however , that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
 
3.	Paying Agent and Registrar	
Initially, Regions Bank (the “Trustee”) will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.
 
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4.	Indenture	
The Company issued the Securities under an Indenture dated as of [    ], [    ] (“Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15  U.S.C.  §§ 77aaa-77bbbb) (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms.
The Securities are unsecured senior obligations of the Company. The Company shall be entitled, subject to its compliance with Section 4.03 of the Indenture and the registration thereof under the Securities Act, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Securities issued on the Issue Date and any Additional Securities will be treated as a single class for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional indebtedness; pay dividends or distributions on, or redeem or repurchase capital stock; make investments; issue or sell capital stock of subsidiaries; engage in transactions with affiliates; create liens on assets; transfer or sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications.
 
5.	Optional Redemption	
Except as set forth below, the Company shall not be entitled to redeem the Securities at its option prior to [    ], [    ].
On and after [    ], [    ], the Company shall be entitled at its option to redeem all or a portion of the Securities upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount, on the redemption date) plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on [    ] of the years set forth below:

Period	  	Redemption
Price	 	
[            ]	  	 	[            	]% 	
[            ]	  	 	[            	]% 	
[            ] and thereafter	  	 	100.000	% 	
In addition, prior to [    ], [    ], the Company shall be entitled at its option on one or more occasions to redeem Securities (which includes Additional Securities, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of [    ]%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds from one or more Public Equity Offerings ( provided  that if the
 
6

Public Equity Offering is an offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company);  provided ,  however , that (1) at least 65% of such aggregate principal amount of Securities originally issued remains outstanding immediately after the occurrence of each such redemption (other than Securities held, directly or indirectly, by the Company or its Subsidiaries); and (2) each such redemption occurs within 180 days after the date of the related Public Equity Offering.
Prior to [    ], [    ], the Company shall be entitled at its option to redeem all or a portion of the Securities at a redemption price equal to 100.000% of the principal amount of the Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date). The Company shall cause notice of such redemption to be mailed by first-class mail to each Holder’s registered address, not less than 30 nor more than 60 days prior to the redemption date.
 
6.	Notice of Redemption	
Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at his registered address. Securities in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Securities (or such portions thereof) called for redemption.
Any optional redemption and notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent (including, in the case of a redemption related to a Public Equity Offering, the consummation of such Public Equity Offering).
 
7.	Put Provisions	
Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.
 
8.	Guaranty	
The payment by the Company of the principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors to the extent set forth in the Indenture.
 
7

9.	Denominations; Transfer; Exchange	
The Securities are in registered form without coupons in denominations of $2,000 principal amount and any greater integral multiple of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 days before a selection of Securities to be redeemed or 15 days before an interest payment date.
 
10.	Persons Deemed Owners	
The registered Holder of this Security may be treated as the owner of it for all purposes.
 
11.	Unclaimed Money	
If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.
 
12.	Discharge and Defeasance	
Subject to certain conditions, the Company at any time shall be entitled to terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.
 
13.	Amendment; Waiver	
Subject to certain exceptions set forth in the Indenture, (1) the Indenture and the Securities may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the Securities and (2) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustee shall be entitled to amend or supplement the Indenture or the Securities to cure any ambiguity, omission, mistake, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities, including Guaranties, or to secure the Securities, or to add additional covenants or surrender rights and powers conferred on the Company or the Guarantors, or to comply with any requirement of the SEC in connection
 
8

with the qualification of the Indenture under the Act, or to make changes of a technical or conforming nature that are necessary (as determined in good faith by the Company) for the proper issuance of Additional Securities otherwise permitted to be issued under the Indenture, or to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements therefore or to provide for the accession by such successor Trustee to the Securities, the Guarantees and the Indenture, or to make any change that does not adversely affect the rights of any Securityholder, or to make amendments to provisions of the Indenture relating to the form, authentication, transfer and legending of the Securities.
 
14.	Defaults and Remedies	
Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company to purchase Securities when required; (c) failure by the Company, Parent or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company and Significant Subsidiaries if the amount accelerated (or so unpaid) exceeds $125,000,000; (e) certain events of bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $125,000,000; and (g) certain defaults with respect to Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default.
Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.
 
15.	Trustee Dealings with the Company	
Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
 
9

16.	No Recourse Against Others	
A director, officer, employee or stockholder, as such, of the Company or the Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation (other than pursuant to any Guaranty). By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.
 
17.	Authentication	
This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Security.
 
18.	Abbreviations	
Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
 
19.	CUSIP Numbers	
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
 
20.	Governing Law	
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company will furnish to any Securityholder upon written request and without charge to the Security holder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, TN 37067
Attention: General Counsel
 
10

ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
[Print or type assignee’s name, address and zip code]
[Insert assignee’s soc. sec. or tax I.D. No.]
and irrevocably appoint             agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

 	 	 	 	 	 	 	 	 	
 	 	 	 	 	
Date:	 	 	 	 	 	Your Signature:	 	 	

Sign exactly as your name appears on the other side of this Security.
 
11

OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, check the box:  ¨
If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount: $         

Dated:	 	 	 	 	 	Your Signature:	 	 	
 	 	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of this Security.)	

 	 	
Signature Guarantee:	 	 	
 	 	(Signature must be guaranteed)	
Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:

Date of
Exchange	  	Amount of decrease
in Principal amount of
this Global Security	  	Amount of increase in
Principal amount of
this Global Security	  	Principal amount of
this Global Security
following such
decrease or increase	  	Signature of
authorized officer of
Trustee or Securities
Custodian	

Exhibit 5.2
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
 
 	Re:	Registration Statement on Form S-3 of CHS/Community Health Systems, Inc.	
Ladies and Gentlemen:
We have acted as special Alabama counsel to CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), each organized and existing under the laws of the State of Alabama, in connection with a public offering of debt securities of the Company, which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes may be guaranteed on a secured or unsecured basis (the “Guarantees”) by certain of the Company’s wholly-owned subsidiaries, including the Alabama entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Guarantors”). The Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In connection with this opinion, we have (i) investigated such questions of law, and (ii) examined originals or certified, conformed or reproduction copies of the agreements, instruments, documents, and records of the Guarantors and such certificates of public officials and such other documents as are listed on Schedule II attached hereto. We have reviewed no other documents in connection with the preparation or issuance of this opinion.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, facsimile, conformed or photostatic copies and the authenticity of the originals of such latter documents. In addition, we have assumed that none of the Guarantors is insolvent or shall be rendered insolvent as a result of providing the Guarantees pursuant to the Indenture.

CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
As to any facts material to the opinion expressed herein which have not been independently established or verified, we have relied upon the oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others.
Members of this firm are admitted to the Bar in the State of Alabama, and we do not express any opinion as to the laws of any other jurisdiction, including federal law.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
1. Based solely on the respective Alabama Certificates of Existence for such entities described on Schedule II, each Guarantor is validly existing under the laws of the State of Alabama.
2. Each Guarantor has the requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture.
3. Each Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
We express no opinion as to whether the execution and delivery by the Company of the Indenture and the Notes and the execution and the delivery by each Guarantor of the Indenture and the Guarantee to which it is a party, and the performance by the Company and each of the Guarantors of their respective obligations thereunder violate, conflict with or constitute a default under or will violate, conflict with or constitute a default under any agreement or instrument of which the Company or any Guarantor or its properties is subject. We express no opinion as to the enforceability of the Guarantees or the Indenture.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement, and to the reference to this firm in the prospectus contained in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Alabama law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,	
 	
/s/ Bradley Arant Boult Cummings LLP	
 	
BRADLEY ARANT BOULT CUMMINGS LLP	

Schedule I
Guarantors
 
1.	Centre Hospital Corporation, a Alabama corporation	
 
2.	Foley Hospital Corporation, a Alabama corporation	
 
3.	Fort Payne Hospital Corporation, a Alabama corporation	
 
4.	Greenville Hospital Corporation, a Alabama corporation	
 
5.	QHG of Enterprise, Inc., a Alabama corporation	

Schedule II
 
1.	Certificates of Existence for the following entities issued by the Alabama Secretary of State on the respective dates listed below:	

Centre Hospital Corporation	  	May 10, 2012	
Foley Hospital Corporation	  	May 10, 2012	
Fort Payne Hospital Corporation	  	May 10, 2012	
Greenville Hospital Corporation	  	May 10, 2012	
QHG of Enterprise, Inc.	  	May 10, 2012	
 
2.	Charters and applicable amendment documents for the following entities provided by the Company through access to its intranet site:	

Centre Hospital Corporation	
Foley Hospital Corporation	
Fort Payne Hospital Corporation	
Greenville Hospital Corporation	
QHG of Enterprise, Inc.	
 
3.	Bylaws for the following entities provided by the Company through access to its intranet site:	

Centre Hospital Corporation	
Foley Hospital Corporation	
Fort Payne Hospital Corporation	
Greenville Hospital Corporation	
QHG of Enterprise, Inc.	
 
4.	Resolutions for each of the Guarantors adopted by the Board of Directors of each of the Guarantors.	
 
5.	Resolutions for each of the Guarantors adopted by the sole Shareholder of each of the Guarantors.	
 
6.	The Registration Statement.	

Exhibit 5.3
    KUTAK ROCK LLP

 	 	SUITE 400
THE BREWER BUILDING
234 EAST MILLSAP ROAD
 
FAYETTEVILLE, ARKANSAS 72703-4099
 
479-973-4200
FACSIMILE 479-973-0007
 
www.kutakrock.com	  	 	  	ATLANTA
CHICAGO
DENVER
DES MOINES
IRVINE
KANSAS CITY
LITTLE ROCK
LOS ANGELES
OKLAHOMA CITY
OMAHA
PHILADELPHIA
RICHMOND
SCOTTSDALE
WASHINGTON
WICHITA	
May 23, 2012
TAMERON C. BISHOP
tameron.bishop@kutakrock.com
(479) 973-4200
CHS/Community Health Services, Inc.
400 Meridian Blvd.
Franklin, TN 37067
 
 	Re:	Arkansas Guarantors- Securities Issued by CHS/Community Health Systems, Inc. pursuant Registration Statement on Form S-3ASR filed on or about May 23, 2012	
Ladies and Gentlemen:
We have acted as special Arkansas counsel to (i) Forrest City Arkansas Hospital Company, LLC, an Arkansas limited liability company, (ii) Forrest City Hospital Corporation, an Arkansas corporation, (iii) MCSA, L.L.C., an Arkansas limited liability company, (iv) Phillips Hospital Corporation, an Arkansas corporation, (v) QHG of Springdale, Inc., an Arkansas corporation, and (vi) Triad-El Dorado, Inc., an Arkansas corporation (collectively, the “ Arkansas Guarantors ”, and individually, each an “ Arkansas Guarantor ”) in connection with the Arkansas Guarantors’ proposed guarantees (collectively, the “ Guarantees ”), along with other guarantors under the Indenture, of debt securities of CHS/Community Health Systems, Inc. a Delaware corporation (the “ Company ”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “ Securities ”). The Securities are to be issued by the Company, and the Guarantees are to be made by the Arkansas Guarantors, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “ Registration Statement ”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Securities and the Guarantees will be issued pursuant to an indenture, a form of which, unsigned and undated, is filed with the Registration Statement (the “ Indenture ”) as Exhibit 4.1 of the Prospectus (as defined below). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
Unless otherwise defined herein, all capitalized terms used herein shall have the meanings set forth in the Indenture. With your permission, all factual assumptions and factual statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

KUTAK ROCK LLP
May 23, 2012
Page 2
 
In connection with this opinion, we have examined the following:
(a) the Registration Statement;
(b) the prospectus contained in the Registration Statement (the “Prospectus”)
(c) the Indenture;
(d) the Securities in the form included in the Indenture as Exhibit A;
(e) the terms of the Guarantees as contained in Article 10 of the Indenture; and
(f) the organizational documents, instruments and resolutions of the Arkansas Guarantors described on Exhibit A hereto (the “Organizational Documents ”)
In providing the opinions herein, we have made the following assumptions, which we have not independently verified or established and on which we express no opinion:
(a) We have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified, conformed or reproduction copies of documents of all parties, the authenticity and completeness of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. Specifically, we have assumed that the Organizational Documents, which were provided to us by the Company, were, to the extent applicable, properly executed by persons having legal capacity and, if signing on behalf of an entity or by a purported officer of the Company, that such officer was properly elected or appointed, is duly authorized and not acting under fraud or duress, and that such copies represent true and complete copies of each such document and all amendments, additions, or modifications thereto. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, certificates and oral or written statements and other information of or from public officials and others.
(b) We have assumed no fraud, bad faith, duress or mutual mistake of fact exists with relation to the execution, acknowledgement, delivery, recordation, or filing of any of the Organizational Documents, Indenture or any documents or instruments related thereto.
(c) That there are no written or oral terms and conditions agreed to by and between the parties to the Indenture or any documents related thereto, and no course of prior dealings between the parties that could vary or be deemed to vary the truth, completeness, correctness or validity of the Indenture in any material manner or which would have an effect on the opinions rendered herein.

KUTAK ROCK LLP
May 23, 2012
Page 3
 
(d) That the attendance of any member of the Board of Directors of any Arkansas Guarantor or corporate member thereof by teleconference, including, without limitation, the attendance of W. Larry Cash as a member of various Boards of Directors of Arkansas Guarantors or their corporate members, was permitted by any such Board of Directors as required by Arkansas Code Annotated Section 4-27-820.
(e) That the term “Board” as defined in the Resolutions of the Board of Directors of MCSA, L.L.C. adopted on May 16, 2012 and referred to on  Exhibit A  hereto refers to the Board of Directors of Triad El-Dorado, Inc., an Arkansas corporation, the sole member and acting manager of MCSA, L.L.C.
(f) We have assumed that the Indenture, provided unsigned and undated, (i) is in the form approved by each Board of Directors or member, as applicable, of each Arkansas Guarantor pursuant to the Resolutions of each such entity described on  Exhibit A  hereto (the “ Resolutions ”), and (ii) will, if executed, properly list and describe each of the Arkansas Guarantors on the signature page thereto and will be properly executed by an Authorized Officer (as such term is defined in the Resolutions of the applicable Arkansas Guarantor) of each Arkansas Guarantor.
Based upon the foregoing and subject to the following it is our opinion that:
1. Based solely on the Organizational Documents, each Arkansas Guarantor is validly existing under the laws of Arkansas.
2. Each Arkansas Guarantor has the requisite corporate or limited liability company, as applicable, power and authority to execute and deliver the Indenture and to guarantee the “Guaranteed Obligations” (as defined in Section 10 of the Indenture).
3. Each Arkansas Guarantor has taken all necessary corporate or limited liability company action, as applicable, to duly authorize the execution and delivery of the Indenture and to guarantee the Guaranteed Obligations.
The opinions set forth above are subject to the following qualifications and limitations:
(a) We express no opinion as to the enforceability of the Indenture in accordance with its terms except to opine as to the authority of the Arkansas Guarantors to enter into such document and agreements related thereto, as specifically provided herein.
(b) We express no opinion regarding the application of federal or state securities laws to the transactions contemplated in the Indenture;
(c) We express no opinion regarding the effect of fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the rights of creditors.

KUTAK ROCK LLP
May 23, 2012
Page 4
 
Our opinions are limited to the laws of the State of Arkansas, and we do not express any opinion concerning any other law or governmental authority.
These opinions are given as of the date hereof, they are intended to apply only to those facts and circumstances that exist as of the date hereof, and we assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof. These opinions are limited to the matters set forth herein, and no opinion may be inferred or is implied beyond the matters expressly contained herein.
We hereby consent to the filing of this opinion as Exhibit 5.3 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Arkansas law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
The opinions expressed herein are solely for the benefit of Kirkland & Ellis LLP and may not be relied on in any manner or for any purpose by any other person or entity.

Sincerely,	
 	
/s/ Tameron C. Bishop	
 	
Tameron C. Bishop	

KUTAK ROCK LLP
May 23, 2012
Page 5
 
EXHIBIT A
TO
OPINION OF ARKANSAS COUNSEL
Organizational Documents
 
1.	Forrest City Arkansas Hospital Company, LLC, an Arkansas limited liability company	
 
 	A.	Articles of Organization, filed with the Arkansas Secretary of State January 31, 2006 and certified by the Arkansas Secretary of State as of October 27, 2011;	
 
 	B.	Operating Agreement dated January 31, 2006;	
 
 	C.	First Amendment to Operating Agreement dated April 19, 2006;	
 
 	D.	Resolutions of the Sole Member dated May 16, 2012; and	
 
 	E.	Good Standing Certificate issued by the Arkansas Secretary of State May 11, 2012	
 
2.	Forrest City Hospital Corporation, an Arkansas corporation	
 
 	A.	Articles of Incorporation, filed with the Arkansas Secretary of State January 31, 2006 and certified by the Arkansas Secretary of State as of October 27, 2011;	
 
 	B.	Bylaws dated January 31, 2006;	
 
 	C.	Resolutions of the Board of Directors dated May 16, 2012; and	
 
 	D.	Good Standing Certificate issued by the Arkansas Secretary of State May 11, 2012	
 
3.	MCSA, L.L.C., an Arkansas limited liability company	
 
 	A.	Articles of Organization, dated as of February 23, 1996 and certified by the Arkansas Secretary of State as of October 27, 2011;	
 
 	B.	Third Amended And Restated Limited Liability Company Agreement dated April 1, 2009;	
 
 	C.	Resolutions of the Board of Directors dated May 16, 2012; and	
 
 	D.	Good Standing Certificate issued by the Arkansas Secretary of State May 11, 2012	
 
4.	Phillips Hospital Corporation, an Arkansas corporation	
 
 	A.	Articles of Incorporation, dated January 23, 2002 and certified by the Arkansas Secretary of State as of October 27, 2011;	
 
 	B.	Bylaws dated January 31, 2006;	
 
 	C.	Resolutions of the Board of Directors dated May 16, 2012; and	
 
 	D.	Good Standing Certificate issued by the Arkansas Secretary of State May 11, 2012	

KUTAK ROCK LLP
May 23, 2012
Page 6
 
5.	QHG of Springdale, Inc., an Arkansas corporation	
 
 	A.	Articles of Incorporation, dated October 1, 1998 and certified by the Arkansas Secretary of State as of October 27, 2011;	
 
 	B.	Undated Bylaws consisting of thirteen pages and delivered by the Company via email on March 14, 2012;	
 
 	C.	Resolutions of the Board of Directors dated May 16, 2012; and	
 
 	D.	Good Standing Certificate issued by the Arkansas Secretary of State May 11, 2012	
 
6.	Triad-El Dorado, Inc., an Arkansas corporation	
 
 	A.	Articles of Incorporation, dated January 25, 1996, as amended May 7, 1999, and certified by the Arkansas Secretary of State as of October 27, 2011;	
 
 	B.	Bylaws dated November 30, 1999;	
 
 	C.	Resolutions of the Board of Directors dated May 16, 2012; and	
 
 	D.	Good Standing Certificate issued by the Arkansas Secretary of State May 11, 2012	

Exhibit 5.4
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
 
 	Re:	Registration Statement on Form S-3	
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel in the State of Arizona for Bullhead City Hospital Corporation and Payson Hospital Corporation, each an Arizona corporation (the “Guarantors” and each a “Guarantor”), in connection with the Guarantors’ proposed guarantees (the “Guarantees”), along with the other guarantors under the Indenture (as defined below), of debt securities (the “Notes”) of CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, pursuant to a Registration Statement on Form S-3 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the articles of incorporation and bylaws of the Guarantors; (ii) resolutions of the boards of directors of the Guarantors with respect to the Guarantees; (iii) good standing certificates with respect to each of the Guarantors issued by the Arizona Corporation Commission; and (iv) forms of the Guarantees to be executed by the Guarantors.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have

CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantors, the legal capacity and competency of all natural persons and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantors. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and the Guarantors.
Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that each Guarantor (i) is a corporation validly existing and in good standing under the laws of the State of Arizona; and (ii) has the requisite corporate power and corporate authority, and has taken all requisite corporate action necessary to enter into the Guarantee to which it will be a party.
The opinions expressed above as to the valid existence and good standing of the Guarantors are based solely on our review of certificates of good standing issued by the Arizona Corporation Commission, dated May 18, 2012, copies of which have been made available to you and your counsel, and our opinions with respect to such matters are rendered as of the date of such certificates and are limited accordingly.
We hereby consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the States of Arizona as in effect on the date hereof. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

Yours very truly,	
 	
/s/ Snell & Wilmer L.L.P.	
 	
Snell & Wilmer L.L.P.	

Exhibit 5.5

 	  	1180 Peachtree Street
Atlanta, Georgia 30309
www.kslaw.com	
 	 	
 	  	King & Spalding LLP
Direct Dial: 404/572-4600
Direct Fax: 404/572-5132
www.kslaw.com	
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Blvd.
Franklin, Tennessee 37067
Ladies and Gentlemen:
We have acted as special Georgia counsel to (a) QHG Georgia Holdings, Inc., a Georgia corporation and (b) QHG Georgia, LP, a Georgia limited partnership (each a “Georgia Subsidiary Guarantor” and collectively, the “Georgia Subsidiary Guarantors”), in connection with each Georgia Subsidiary Guarantor’s proposed guarantee (the “Guarantee”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Company, and the Guarantee is to be made by each Georgia Subsidiary Guarantor, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
 
 	(a)	the Indenture.	
 
 	(b)	the Notes in the form included in the Indenture.	
 
 	(c)	the terms of the Guarantee as contained in the Indenture.	

CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
We have examined and relied upon the accuracy of original, certified, conformed or photographic copies of such documents, records, agreements and certificates as we have considered relevant hereto. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. We have also assumed that each agreement referred to in this letter has been duly authorized, executed and delivered by, and is a legal, valid, binding and enforceable obligation of, each party thereto other than the Georgia Subsidiary Guarantors. We have also relied, as to various matters relating to this opinion, on certificates of public officials and officers of the Georgia Subsidiary Guarantors.
Additionally, we have, with your consent, assumed and relied upon the following without undertaking any independent investigation or inquiry:
(a)     With respect to the factual matters set forth herein, the accuracy and completeness of all certificates and other statements, documents, records, financial statements and papers reviewed by us;
(b)     Each of the Company and the Subsidiary Guarantors other than the Georgia Subsidiary Guarantors is duly organized, validly existing and in good standing under the laws of all jurisdictions where each is conducting its business or otherwise required to be so qualified to do business and has full power and authority to execute, deliver and perform under the agreements referenced herein, and all such documents have been duly and validly authorized, executed and delivered by the Company and the Subsidiary Guarantors other than the Georgia Subsidiary Guarantors; and
(c)     The Articles of Incorporation and Bylaws of QHG Georgia Holdings, Inc. sent to us on May 18, 2012 have not been subsequently revised, restated or amended and are currently in effect.
(d)     The Partnership Agreement of QHG Georgia, LP sent to us on May 18, 2012 has not been subsequently revised, restated or amended and is currently in effect.
(e)     The resolutions of the governing board of QHG Georgia Holdings, Inc. and the general partner of QHG Georgia, LP sent to us on May 18, 2012 were duly adopted by the governing board and general partner, respectively, and are true complete, and correct and such resolutions have not been amended or revoked since the date adopted and are the only resolution of the governing board and general partner, respectively, relating to the Indenture, the Registration Statement and the Notes. The governing board members voting on such resolutions and the officers acting on behalf of QHG Georgia Holdings, Inc. in connection with the Indenture, the Registration Statement and the Notes were duly elected or appointed and incumbent in their respective offices at the time of all relevant action and at all relevant times thereafter. The officers authorizing such action on behalf of the general partner of QHG Georgia,

CHS/Community Health Systems, Inc.
May 23, 2012
Page 3
 
LP in connection with the Indenture, the Registration Statement and the Notes were duly elected or appointed and incumbent in their respective offices at the time of all relevant action and at all relevant times thereafter.
(f)     The absence of duress, fraud or mutual mistake of material facts on the part of parties to the agreements referenced herein.
In respect to representations, statements and certificates referred to above, we have not undertaken to verify independently the representations, statements and certifications made; provided, however, that we are not aware of any facts or circumstances affecting the accuracy of such representations, statements or certifications. The opinion set forth in paragraph 1 below as to the existence of each of the Georgia Subsidiary Guarantors is based solely on a review of the certificates of public officials delivered to you this date.
This opinion is limited in all respects to the federal laws of the United States of America and the laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. Insofar as the Indenture invokes the laws of any state or jurisdiction other than Georgia as applicable to the construction, validity, binding effect or enforceability of the Indenture, we have assumed, with your consent, that the laws of such state or jurisdiction do not differ from Georgia law with respect to such matters. No opinion is expressed with respect to the enforceability of any choice of law provision. Subject to the qualifications and limitations expressed herein, in our opinion:
1.     QHG Georgia Holdings, Inc. is a corporation validly existing under the laws of State of Georgia. QHG Georgia, LP is a limited partnership validly existing under the laws of the State of Georgia.
2.     QHG Georgia Holdings, Inc. has all requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture. QHG Georgia, LP has all requisite limited partnership power and authority to execute and deliver and to perform its obligations under the Indenture.
3.     Each Georgia Subsidiary Guarantor has taken all necessary corporate or partnership action to duly authorize the execution, delivery and performance of the Indenture.
This opinion has been furnished to you pursuant to the Indenture. We hereby consent to the filing of this opinion as Exhibit 5.5 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the prospectus contained in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with

CHS/Community Health Systems, Inc.
May 23, 2012
Page 4
 
respect to matters set forth herein that are governed by Georgia law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
*        *        *         *        *
This opinion is limited to the matters expressly set forth above, and no opinion is implied or may be inferred beyond the matters expressly so stated. We assume no obligation to advise you of any future changes in the facts or law relating to the matters covered by this opinion.
Very truly yours,
/s/ King & Spalding LLP
King & Spalding LLP

Exhibit 5.6
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
Re: Guaranty by the “Guarantors” (defined below) of Debt Securities
Ladies and Gentlemen:
We have acted as special counsel in the State of Indiana, the Commonwealth of Kentucky and the State of Ohio (the “States”) for Frankfort Health Partners, Inc., an Indiana corporation, QHG of Clinton County, Inc., an Indiana corporation, Hospital of Fulton, Inc., a Kentucky corporation, Hospital of Louisa, Inc., a Kentucky corporation, Jackson Hospital Corporation, a Kentucky corporation and QHG of Massillon, Inc., an Ohio corporation (collectively, the “Guarantors” and individually, a “Guarantor”), in connection with the Guarantors’ proposed guarantees (the “Guarantees”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (“Company”) which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by Company, and the Guarantees are to be made by Guarantors, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an Indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In rendering the opinions expressed below, we have examined the Registration Statement, the prospectus contained in the Registration Statement (the “Prospectus”) and original, or copies of certified or otherwise authenticated to our satisfaction, of the Indenture. We have also examined the originals, or duplicates or certified or conformed copies, of such records, agreements, instruments and other documents and have made such other investigations as we have deemed relevant and necessary in connection with the opinions expressed herein including certification of existence for each of the Guarantors and their organizational documents as filed with the respective Secretaries of State and documents presented to us as their respective bylaws.
Based on the foregoing, we are of the opinion that, subject to the assumptions, qualifications and limitations set forth herein:
1. Each Guarantor is a corporation, validly existing under the laws of its jurisdiction of incorporation indicated above.

2. Each Guarantor has the corporate power to execute and deliver and to perform its respective obligations under the Indenture.
3. Each Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
In rendering the opinion set forth above, we have further assumed, without independent investigation, the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, the authenticity of the originals of such latter documents, that persons purporting to act on behalf of any Guarantor occupy the position which they purport to occupy and that facts recited in any of such documents are true and correct. In our review and in preparing and rendering this opinion, we have found no reason to believe that any of such stated facts upon which we have relied in rendering this opinion are not correct.
Our opinions above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) the exercise of judicial discretion in accordance with principles of equity and (v) an implied covenant of good faith and fair dealing.
We are members of the respective Bar of each of the States, and we do not express any opinion herein concerning any law other than the law of the States.
This opinion is rendered as of the date of this letter, and we express no opinion as to circumstances or events which may occur subsequent to such date. This opinion is rendered to you in connection with the transactions described above. This opinion letter may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent;  provided ,  however , we hereby consent to the filing of this opinion as Exhibit 5.6 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by
the law of the States for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Bingham Greenebaum Doll LLP
BINGHAM GREENEBAUM DOLL LLP

Exhibit 5.7
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
 
 	Re:	Registration Statement on Form S-3 of CHS/Community Health Systems, Inc.	
Ladies and Gentlemen:
We have acted as special Mississippi counsel to CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), each organized and existing under the laws of the State of Mississippi, in connection with a public offering of debt securities of the Company, which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes may be guaranteed on a secured or unsecured basis (the “Guarantees”) by certain of the Company’s wholly-owned subsidiaries, including the Mississippi entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Guarantors”). The Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In connection with this opinion, we have (i) investigated such questions of law, and (ii) examined originals or certified, conformed or reproduction copies of the agreements, instruments, documents, and records of the Guarantors and such certificates of public officials and such other documents as are listed on Schedule II attached hereto. We have reviewed no other documents in connection with the preparation or issuance of this opinion.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, facsimile, conformed or photostatic copies and the authenticity of the originals of such latter documents. In addition, we have assumed that none of the Guarantors is insolvent or shall be rendered insolvent as a result of providing the Guarantees pursuant to the Indenture.

CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
As to any facts material to the opinion expressed herein which have not been independently established or verified, we have relied upon the oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others.
Members of this firm are admitted to the Bar in the State of Mississippi, and we do not express any opinion as to the laws of any other jurisdiction, including federal law.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
1. Based solely on the respective Mississippi Certificates of Existence for such entities described on Schedule II, each Guarantor is validly existing under the laws of the State of Mississippi.
2. Each Guarantor has the requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture.
3. Each Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
We express no opinion as to whether the execution and delivery by the Company of the Indenture and the Notes and the execution and the delivery by each Guarantor of the Indenture and the Guarantee to which it is a party, and the performance by the Company and each of the Guarantors of their respective obligations thereunder violate, conflict with or constitute a default under or will violate, conflict with or constitute a default under any agreement or instrument of which the Company or any Guarantor or its properties is subject. We express no opinion as to the enforceability of the Guarantees or the Indenture.
We hereby consent to the filing of this opinion as Exhibit 5.7 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement, and to the reference to this firm in the prospectus contained in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Mississippi law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,	
 
/s/ Bradley Arant Boult Cummings LLP	
 	
BRADLEY ARANT BOULT CUMMINGS LLP	

Schedule I
Guarantors
 
1.	QHG of Forrest County, Inc., a Mississippi corporation	
 
2.	QHG of Hattiesburg, Inc., a Mississippi corporation	
 
3.	River Region Medical Corporation, a Mississippi corporation	

Schedule II
 
1.	Certificates of Existence for the following entities issued by the Mississippi Secretary of State on the respective dates listed below:	

QHG of Forrest County, Inc.	  	May 18, 2012	
QHG of Hattiesburg, Inc.	  	May 17, 2012	
River Region Medical Corporation	  	May 17, 2012	
 
2.	Charters and applicable amendment documents for the following entities provided by the Company through access to its intranet site:	

QHG of Forrest County, Inc.	
QHG of Hattiesburg, Inc.	
River Region Medical Corporation	
 
3.	Bylaws for the following entities provided by the Company through access to its intranet site:	

QHG of Forrest County, Inc.	
QHG of Hattiesburg, Inc.	
River Region Medical Corporation	
 
4.	Resolutions for each of the Guarantors adopted by the Board of Directors of each of the Guarantors.	
 
5.	The Registration Statement.	

Exhibit 5.8
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
 
 	Re:	Registration Statement on Form S-3 of CHS/Community Health Systems, Inc.	
Ladies and Gentlemen:
We have acted as special North Carolina counsel to CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), each organized and existing under the laws of the State of North Carolina, in connection with a public offering of debt securities of the Company, which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes may be guaranteed on a secured or unsecured basis (the “Guarantees”) by certain of the Company’s wholly-owned subsidiaries, including the North Carolina entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Guarantors”). The Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In connection with this opinion, we have (i) investigated such questions of law, and (ii) examined originals or certified, conformed or reproduction copies of the agreements, instruments, documents, and records of the Guarantors and such certificates of public officials and such other documents as are listed on Schedule II attached hereto. We have reviewed no other documents in connection with the preparation or issuance of this opinion.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, facsimile, conformed or photostatic copies and the authenticity of the originals of such latter documents. In addition, we have assumed that none of the Guarantors is insolvent or shall be rendered insolvent as a result of providing the Guarantees pursuant to the Indenture.

CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
As to any facts material to the opinion expressed herein which have not been independently established or verified, we have relied upon the oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others.
Members of this firm are admitted to the Bar in the State of North Carolina, and we do not express any opinion as to the laws of any other jurisdiction, including federal law.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
1. Based solely on the respective North Carolina Certificates of Existence for such entities described on Schedule II, each Guarantor is validly existing under the laws of the State of North Carolina.
2. Each Guarantor has the requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture.
3. Each Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
We express no opinion as to whether the execution and delivery by the Company of the Indenture and the Notes and the execution and the delivery by each Guarantor of the Indenture and the Guarantee to which it is a party, and the performance by the Company and each of the Guarantors of their respective obligations thereunder violate, conflict with or constitute a default under or will violate, conflict with or constitute a default under any agreement or instrument of which the Company or any Guarantor or its properties is subject. We express no opinion as to the enforceability of the Guarantees or the Indenture.
We hereby consent to the filing of this opinion as Exhibit 5.8 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement, and to the reference to this firm in the prospectus contained in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by North Carolina law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,	
 
/s/ Bradley Arant Boult Cummings LLP	
 	
BRADLEY ARANT BOULT CUMMINGS LLP	

Schedule I
Guarantors
 
1.	Williamston Hospital Corporation, a North Carolina corporation	

Schedule II
 
1.	Certificates of Existence for the following entities issued by the North Carolina Secretary of State on the respective dates listed below:	

Williamston Hospital Corporation	  	May 10, 2012	
 
2.	Charters and applicable amendment documents for the following entities provided by the Company through access to its intranet site:	
Williamston Hospital Corporation
 
3.	Bylaws for the following entities provided by the Company through access to its intranet site:	
Williamston Hospital Corporation
 
4.	Resolutions for each of the Guarantors adopted by the Board of Directors of each of the Guarantors.	
 
5.	The Registration Statement.	

Exhibit 5.9

May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Blvd.
Franklin, Tennessee 37067
 
Re:	CHS/Community Health Systems, Inc. Registration Statement on Form S-3	
Ladies and Gentlemen:
We have acted as local counsel in the State of New Jersey (the “State”) to Salem Hospital Corporation, a New Jersey corporation (“ NJ Guarantor ”) in connection with NJ Guarantor’s proposed guaranty (the “ Guaranty ”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “ Company ”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (“ Notes ”). The Notes are to be issued by the Company, and the Guaranty is to be made by NJ Guarantor pursuant to a Registration Statement on Form S-3 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “ Registration Statement ”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guaranty will be issued pursuant to an indenture a form of which is filed with the Registration Statement (the “ Indenture ”). The obligations of the Company under the Notes will be guaranteed by NJ Guarantor, along with the other guarantors, pursuant to guarantee provisions in the Indenture. This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In connection with this opinion, we have examined the form of the Indenture filed with the Registration Statement. We have also reviewed (i) the organizational documents of NJ Guarantor identified on  Exhibit A  attached hereto (the “ NJ Guarantor’s Organizational Documents ”) and (ii) such other documents as we deemed necessary in connection with the opinions set forth below (collectively, the “ Other Transaction Documents ”). We have not reviewed any documents entered into in connection with the transactions contemplated in the Indenture other than the Other Transaction Documents, the Indenture, the Registration Statement and the prospectus contained in the Registration Statement (the “ Prospectus ”), nor any documents referenced or incorporated by reference into the Other Transaction Documents or the Indenture, and we have assumed that none of the documents not reviewed by us would affect our opinions.
Whenever our opinion in this letter with respect to the existence or absence of facts is stated to be based on our knowledge or awareness, it is intended to signify that during the course of our representation of NJ Guarantor in connection with this transaction, no information has come to the
 
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CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
attention of the attorneys within our firm who have devoted substantive attention to this transaction that would give them actual knowledge or awareness of the existence or absence of those facts. However, we have not undertaken any independent investigation to determine the existence or absence of those facts or any other facts and no inference as to our knowledge of the existence or absence of those facts or any other facts shall or may be drawn from our representation of NJ Guarantor. We have made no independent factual investigations and, as to factual matters, we have relied exclusively on the facts stated in the representations and warranties contained in the Indenture, the Registration Statement, the Prospectus and certificates of public officials. Without limiting the generality of the foregoing, we have not made an independent search of the books and records of any party or of any court or other administrative tribunal or similar entity. We have assumed that no laws or regulations of the State apply to NJ Guarantor that do not apply to all corporations in the State. All assumptions made by us in this opinion letter have been made without independent verification.
We have assumed the legal capacity and competence of natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents (which we have assumed are themselves authentic), of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. We have also assumed that all documents reviewed by us are complete.
We have also assumed that (a) the parties (other than NJ Guarantor) to the Indenture and the other documents we reviewed in connection with this opinion letter (collectively, the “ Other Reviewed Documents ”) are duly organized, validly existing or subsisting and in good standing in their jurisdiction of formation, and have the necessary power (including, without limitation, corporate power, partnership power and limited liability company power, where applicable) and authority to enter into and perform their obligations under the Indenture and the Other Reviewed Documents to which they are a party; (b) the Indenture has been duly authorized by each party thereto (other than NJ Guarantor); (c) the Indenture, when duly executed and delivered by the parties thereto, shall constitute the legal, valid and binding obligations of each of the parties thereto, enforceable against each such party in accordance with its terms; (d) the Other Reviewed Documents have been duly authorized, executed and delivered by each party thereto; (e) the Other Reviewed Documents constitute the legal, valid and binding obligations of each of the parties thereto, enforceable against each such party in accordance with their respective terms; and (f) the parties received good and valuable consideration for entering into the Indenture and the Other Reviewed Documents. We have further assumed that NJ Guarantor’s Organizational Documents (i) are the only documents governing the internal affairs of NJ Guarantor; (ii) have not been amended, restated, or supplemented (other than as set forth on  Exhibit A  attached hereto) and (iii) are in full force and effect.
Based upon the foregoing and subject to the qualifications, exceptions, assumptions and limitations set forth herein, we are of the opinion that:
(a) Based solely on the Salem Good Standing Certificate (as defined on Exhibit A attached hereto), NJ Guarantor is a corporation presently in good standing under the laws of the State.

CHS/Community Health Systems, Inc.
May 23, 2012
Page 3
 
(b) NJ Guarantor has all requisite corporate power and authority to enter into and perform its obligations under the Indenture.
(c) NJ Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
The foregoing opinions are subject to the following exceptions, limitations and qualifications:
(i) Our opinion is subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and similar laws affecting creditors’ rights and remedies generally; general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law); limitations on enforceability of rights to indemnification by securities laws or regulations or by public policy; and the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).
(ii) We express no opinion as to the application or requirements of any securities, patent, trademark, copyright, antitrust and unfair competition, pension or employee benefit, labor, environmental, health and safety or tax laws in respect of the transactions contemplated by or referred to in the Indenture.
(iii) We have made no independent examinations as to matters relating to title to any collateral referred to in the Indenture. We express no opinion as to the creation, perfection or priority of the security interests granted under the Indenture, or as to the adequacy of any description of collateral. We express no opinion as to the enforceability of the Indenture.
We express no opinion as to the law of any jurisdiction other than the law of the State of New Jersey.
This opinion letter may be relied upon by you only in connection with the consummation of the transactions described herein and may not be used or relied upon by you or any other person for any other purpose, without in each instance our prior written consent. We hereby consent to the filing of this opinion as Exhibit 5.9 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and NJ Guarantor, may rely upon this opinion with respect to matters set forth herein that are governed by New Jersey law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.

CHS/Community Health Systems, Inc.
May 23, 2012
Page 4
 
This opinion letter is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion letter beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention.
Very truly yours,
/s/ Ballard Spahr LLP
Attachment

CHS/Community Health Systems, Inc.
May 23, 2012
Page 5
 
EXHIBIT A
NJ GUARANTOR’S ORGANIZATIONAL DOCUMENTS
 
1.	Articles of Incorporation of Salem Hospital Corporation filed with the Treasurer of the State of New Jersey on October 30, 2001, as the same was modified as stated in the Salem Good Standing Certificate (as defined below).	
 
2.	By-Laws of Salem Hospital Corporation.	
 
3.	Good Standing Certificate (Long Form) for Salem Hospital Corporation, issued by the Treasurer of the State of New Jersey on May 11, 2012 (the “ Salem Good Standing Certificate ”).	
 
4.	Resolutions of the Board of Directors of Salem Hospital Corporation dated May 16, 2012.	

Exhibit 5.10

 	 	 	 	Modrall Sperling
Roehl Harris & Sisk P.A.
 
Bank of America Centre
500 Fourth Street NW
Suite 1000
Albuquerque,
New Mexico 87102
 
PO Box 2168
Albuquerque,
New Mexico 87103-2168
 
Tel: 505.848.1800
www.modrall.com	 	
 	 	 
May 23, 2012
 
CHS/Community Health Systems, Inc.
 
Re: CHS/Community Health Systems, Inc. Guarantees by Deming Hospital Corporation, Roswell Hospital Corporation and San Miguel Hospital Corporation (each a “Guarantor” and collectively, “Guarantors”)
 
Ladies and Gentlemen:
 
We have acted as special New Mexico counsel to Guarantors in connection with the Guarantors’ proposed guarantees (the “ Guarantees ”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “ Company ”) which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “ Notes ”). The Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, in connection with an exchange offer to be made pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “ Registration Statement ”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, the form of which is filed with the Registration Statement (the “ Indenture ”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
 
This Opinion Letter (“Opinion Letter”) is provided to you at the request of Guarantors. The Law covered by the opinions expressed in this Opinion Letter is limited to the law of the State of New Mexico. For purposes of this Opinion Letter, the law (“ Law ”) is the statutes, the judicial and administrative decisions and the rules and regulations of the governmental agencies of New Mexico, but not including its Local Law. Local law (“ Local Law ”) is the ordinances, the administrative decisions, and the rules and regulations of counties, towns, and municipalities and special political subdivisions (whether created or enabled through legislative action at the federal or state level), and judicial decisions to the extent that they deal with any of the foregoing. Statutory references are to New Mexico Statutes Annotated (1978) as amended, unless otherwise indicated.
 
Documents Reviewed. For purposes of this Opinion Letter, we have examined the following documents:
 
1. The Indenture.	 	 	  	 	 	 	
 	 	 	 	Of Counsel
Dale W. Ek
Judy A. Fry
Susan R. Stockstill
Joe C. Diaz	 	 	

CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
2. Certificate of Good Standing and Compliance for Deming Hospital Corporation issued by the New Mexico Public Regulation Commission (“ NMPRC ”) dated May 11, 2012.
3. Certificate of Good Standing and Compliance for Roswell Hospital Corporation issued by the NMPRC dated May 11, 2012.
4. Certificate of Good Standing and Compliance for San Miguel Hospital Corporation issued by the NMPRC dated May 11, 2012.
5. Resolution of the Board of Directors of Deming Hospital Corporation of a Special Meeting of the Board of Directors held May 16, 2012.
6. Resolution of the Board of Directors of Roswell Hospital Corporation of a Special Meeting of the Board of Directors held May 16, 2012.
7. Resolution of the Board of Directors of San Miguel Hospital Corporation of a Special Meeting of the Board of Directors held May 16, 2012.
8. Articles of Incorporation of Deming Hospital Group dated January 16, 1996.
9. Bylaws of Deming Hospital Group dated January 22, 1996.
10. Articles of Incorporation of Roswell Hospital Group dated February 6, 1999.
11. Bylaws of Roswell Hospital Group dated February 10, 1998.
12. Articles of Incorporation of San Miguel Hospital Group dated September 1, 1999.
13. Bylaws of San Miguel Hospital Group September 8, 1999.
The documents described in items (2) (3) and (4) above are collectively referred to in this Opinion Letter as the “Public Authority Documents ”. The documents described in items (6) through (14) are collectively referred to as the “ Constituent Documents ”. All of the documents listed above are referred to together as the “ Documents ”.
Scope of Review: Reliance. In connection with the opinions set forth below, we have limited the scope of our review to the Documents, and we have relied, without investigation or analysis, upon information in the Documents. Except to the extent that the information constitutes a statement, directly or in practical effect, of

CHS/Community Health Systems, Inc.
May 23, 2012
Page 3
 
any legal conclusion at issue, we have relied, without investigation or analysis, upon the information contained in representations made in the Documents and on information provided to us by representatives of Guarantors in certificates provided to us by officers of Guarantors.
Opinions. Based upon and subject to the foregoing and to the Assumptions and the Qualifications set forth below, we are of the opinion that:
1. Each of the Guarantors is validly existing under the Law.
2. Each of the Guarantors has the requisite corporate power and authority to execute and deliver the Indenture.
3. Each of the Guarantors has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
Assumptions. In rendering the opinions set forth above we have relied, without investigation, upon the assumptions set forth below:
1. Natural persons who are involved on behalf of Guarantors have sufficient legal capacity to carry out their role in it.
2. Each document submitted to us for review is accurate and complete, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine.
3. Each Public Authority Document is accurate, complete and authentic, and all official public records (including their proper indexing and filing) are accurate and complete.
4. All statutes, judicial and administrative decisions, and rules and regulations of governmental agencies, constituting the law of New Mexico are generally available ( i.e. , in terms of access and distribution following publication or other release) to lawyers practicing in New Mexico, and are in a format that makes legal research reasonably feasible.
5. The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision binding upon New Mexico courts has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity.
We have no actual knowledge that the foregoing assumptions are false. We have no actual knowledge that, under the circumstances, would make our reliance on the foregoing assumptions unreasonable.

CHS/Community Health Systems, Inc.
May 23, 2012
Page 4
 
Qualifications. Notwithstanding any provision in this Opinion Letter to the contrary, the foregoing opinions are subject to the following qualifications:
1. Exclusions. None of the foregoing opinions include any implied opinion. Moreover, unless explicitly addressed in this Opinion Letter, the foregoing opinions do not address any of the following legal issues, and we specifically express no opinion with respect thereto:
1.1 Compliance with fiduciary duty requirements.
1.2 Local Law.
2. The opinion stated in Opinion paragraph 1 is based solely on the Public Authority Documents.
Closing.
We hereby consent to the filing of this opinion as Exhibit 5.10 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by New Mexico law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.”

Very truly yours,	
 	
Modrall, Sperling, Roehl, Harris & Sisk, P.A.	
 	 	
By:	 	/s/ Ruth M. Schifani	
 	 	     Ruth M. Schifani, Director	

Exhibit 5.11

 	 	 	 	 	 	 	 	 	 	
LIONEL SAWYER & COLLINS
 
ATTORNEYS AT LAW
 	 	
SAMUEL S. LIONEL
GRANT SAWYER
    (1918-1996)
 
JON R. COLLINS
    (1923-1987)
 
RICHARD H. BRYAN
JEFFREY P. ZUCKER
PAUL R. HEJMANOWSKI
ROBERT D. FAISS
DAVID N. FREDERICK
RODNEY M. JEAN
TODD TOUTON
LYNDA S. MABRY
MARK H. GOLDSTEIN
KIRBY J. SMITH
COLLEEN A. DOLAN
JENNIFER A. SMITH
DAN R. REASER
PAUL E. LARSEN
ALLEN J. WILT
LYNN S. FULSTONE
RORY J. REID
DAN C. McGUIRE	  	JOHN E. DAWSON
FRED D. “PETE” GIBSON, III
CHARLES H. McCREA JR.
GREGORY E. SMITH
MALANI L. KOTCHKA
LESLIE BRYAN HART
CRAIG E. ETEM
TODD E. KENNEDY
MATTHEW E. WATSON
JOHN M. NAYLOR
WILLIAM J. McKEAN
ELIZABETH BRICKFIELD
GREGORY R. GEMIGNANI
LINDA M. BULLEN
LAURA J. THALACKER
DOREEN SPEARS HARTWELL
LAURA K. GRANIER
MAXIMILIANO D. COUVILLIER III
ERIN FLYNN
JENNIFER ROBERTS
MARK A. CLAYTON
MATTHEW R. POLICASTRO
CHRISTOPHER MATHEWS	  	1700 BANK OF AMERICA PLAZA
 
300 SOUTH FOURTH STREET
 
LAS VEGAS, NEVADA 89101
 
(702) 383-8888

FAX (702) 383-8845
 
lsc@lionelsawyer.com
 
www.lionelsawyer.com	  	MICHAEL D. KNOX
MEREDITH L. MARKWELL
RICHARD T. CUNNINGHAM
JENNIFER J. DiMARZIO
PEARL L.GALLAGHER
LUCAS J. TUCKER
CHRISTOPHER WALTHER
KEVIN J. HEJMANOWSKI
KETAN D. BHIRUD
ROBERT W. HERNQUIST
COURTNEY MILLER O’MARA
BRIAN H. SCHUSTERMAN	  	MOHAMED A. IQBAL, JR.
MARK J. GARDBERG
JAMES B. GIBSON
JOHN D. TENNERT
MARLA J. DaVEE
STEVEN C. ANDERSON
RYAN A. ANDERSEN
KATHERINE L. HOFFMAN
VAR LORDAHL, JR.
PHILLIP C. THOMPSON
AMY L. BAKER	 	
 	  	 	  	 
May 23, 2012	  	 
                    OF COUNSEL
                    A. WILLIAM MAUPIN
                    RICHARD J. MORGAN*
                    ELLEN WHITTEMORE
 
                *ADMITTED IN CA ONLY
 
                WRITER’S DIRECT DIAL NUMBER
                             (702) 383-8837
            MGOLDSTEIN@LIONELSAWYER.COM	 	 	
CHS/Community Health Systems, Inc.
4000 Meridian Blvd.
Franklin, TN 37067
 
 	Re:	Guarantees of Notes by NC-DSH, LLC	
Ladies and Gentlemen:
We have acted as special counsel in the State of Nevada for NC-DSH, LLC, a Nevada limited liability company (the “Nevada Subsidiary Guarantor”), in connection with the Nevada Subsidiary Guarantor’s proposed guarantee (the “Guarantee”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Company, and the Guarantee is to be made by the Nevada Subsidiary Guarantor, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.
RENO OFFICE: 1100 BANK OF AMERICA PLAZA, 50 WEST LIBERTY STREET — RENO, NEVADA 89501 — (775) 788-8666 — FAX (775) 788-8682 CARSON CITY OFFICE: 410 SOUTH CARSON STREET  —  CARSON CITY, NEVADA 89701  —  (775) 841-2115  —  FAX (775) 841-2119

LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
 
 	1.	the Indenture.	
 
 	2.	the Notes in the form included in the Indenture.	
 
 	3.	the terms of the Guarantees as contained in Article 10 of the Indenture.	
We have also examined originals or copies of such limited liability company records and certificates of public officials as we have deemed necessary or advisable for purposes of this opinion. We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the Indenture.
We have relied upon the certificates of all public officials and limited liability company officials with respect to the accuracy of all matters contained therein.
We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us.
We assume that neither the Company nor the Nevada Subsidiary Guarantor is engaged in Nevada in any of the following businesses: gaming business, liquor distribution business, financial institution, public utility, insurance business, or cemetery business.
Based upon the foregoing and subject to the following it is our opinion that:
1. The Nevada Subsidiary Guarantor is validly existing under the laws of Nevada.
2. The Nevada Subsidiary Guarantor has the requisite limited liability company power and authority to execute and deliver the Indenture and to guarantee the “Guaranteed Obligations” (as defined in Section 10.01 of the Indenture).
3. The Nevada Subsidiary Guarantor has taken all necessary limited liability company action to duly authorize the execution and delivery of the Indenture and to guarantee the Guaranteed Obligations.
We express no opinion as to the laws of any jurisdiction other than those of Nevada.
We hereby consent to the filing of this opinion as Exhibit 5.11 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the prospectus contained in the Registration Statement, under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of

LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
CHS/Community Health Systems, Inc.
May 23, 2012
Page 3
 
the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Nevada law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,	
 	
/s/ Lionel Sawyer & Collins	
 	
LIONEL SAWYER & COLLINS	

Exhibit 5.12

May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
Ladies and Gentlemen:
We have acted as Oklahoma counsel for Kay County Oklahoma Hospital Company, LLC and Kay County Hospital Corporation (the “Guarantors”) in connection with the Guarantors’ proposed guarantees (the “Guarantees”), along with the other guarantors under the Indenture (as defined below), of debt securities (the “Notes”) of CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, pursuant to a Registration Statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). We are furnishing this opinion letter in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
Documents Reviewed
We have reviewed the following documents:
 
 	(i)	Draft of the Indenture;	
 
 	(ii)	Form of the Registration Statement;	
 
 	(iii)	The prospectus contained in the form of the Registration Statement (the “Prospectus”);	
 
 	(iv)	Articles of Organization of Kay County Oklahoma Hospital Company, LLC as certified by the Oklahoma Secretary of State on November 11, 2011;	

 	(v)	Operating Agreement of Kay County Oklahoma Hospital Company, LLC as certified by the Secretary of Kay County Oklahoma Hospital Company, LLC as of March 21, 2012;	
 
 	(vi)	Resolutions of the sole member of Kay County Oklahoma Hospital Company, LLC dated May 16, 2012;	
 
 	(vii)	Certificate regarding the good standing of Kay County Oklahoma Hospital Company, LLC issued by the Oklahoma Secretary of State on May 15, 2012;	
 
 	(viii)	Certificate of Incorporation of Kay County Hospital Corporation as certified by the Oklahoma Secretary of State on November 9, 2011;	
 
 	(ix)	Bylaws of Kay County Hospital Corporation as certified by the Secretary of Kay County Hospital Corporation as of March 21, 2012;	
 
 	(x)	Resolutions of the Board of Directors of Kay County Hospital Corporation dated May 16, 2012; and	
 
 	(xi)	Certificate regarding the good standing of Kay County Hospital Corporation issued by the Oklahoma Secretary of State on May 15, 2012.	
Opinions
Based upon the foregoing, it is our opinion that:
1.     Kay County Oklahoma Hospital Company, LLC exists as a limited liability company in good standing in Oklahoma.
2.     Kay County Hospital Corporation exists as a corporation in good standing in Oklahoma.
3.     The Guarantors have the requisite corporate or limited liability company power and authority to execute and deliver the Indenture and to perform their obligations under the Indenture.
4.     The execution, delivery, and performance of the Indenture have been duly and validly authorized by each of the Guarantors.
Qualifications, Limitations, Assumptions, and Exceptions
The opinions in this letter are subject to the following qualifications, limitations, assumptions, and exceptions:
(a)     The opinions in 1 and 2 above are based solely on our review of the documents described in (iv), (vii), (viii), and (xi) above.
 
2

(b)     We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies.
(c)     We have assumed that Kay County Hospital Corporation is a wholly owned subsidiary of the Company and the execution, delivery, and performance of the Indenture are necessary or convenient to the conduct, promotion, or attainment of the business of Kay County Hospital Corporation.
(d)     This opinion is based only on the laws of the State of Oklahoma. We express no opinion about the laws of any other state or jurisdiction.
(e)     We have not been involved in the preparation of any registration statement or in the negotiation, preparation, or execution of the Indenture or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions under Oklahoma law. This opinion letter is provided as a legal opinion only, effective as of the date of this letter, and not as representations or warranties of fact.
The qualifications, limitations, assumptions, and exceptions in this letter are material to the opinions expressed in this letter, and the inaccuracy of any assumptions could render these opinions inaccurate.
We consent to the filing of this opinion letter as an exhibit to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion letter into the Registration Statement, and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion letter with respect to matters set forth herein that are governed by Oklahoma law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ McAfee & Taft A Professional Corporation
 
3

Exhibit 5.13
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Blvd.
Franklin, Tennessee 37067
 
Re:	CHS/Community Health Systems, Inc. - Registration Statement on Form S-3	
Ladies and Gentlemen:
We have acted as local counsel in the Commonwealth of Pennsylvania for (i) Coatesville Hospital Corporation, a Pennsylvania corporation and (ii) Clinton Hospital Corporation, a Pennsylvania corporation (collectively, the “ PA Guarantors ” and each, a “ PA Guarantor ”), in connection with the PA Guarantors’ proposed guarantees (the “ Guarantees ”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “ Company ”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “ Notes ”). The Notes are to be issued by the Company, and the Guarantees are to be made by the PA Guarantors, pursuant to a Registration Statement on Form S-3 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “ Registration Statement ”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “ Indenture ”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In so acting, we have examined the form of the Indenture filed with the Registration Statement.
We have also reviewed (i) the organizational documents of the PA Guarantors identified on Exhibit A attached hereto (the “PA Guarantors’ Organizational Documents ”) and (ii) such other documents as we deemed necessary in connection with the opinions set forth below. We have not reviewed any documents entered into in connection with the transactions contemplated in the Indenture (the “ Other Transaction Documents ”), other than the Indenture, the Registration Statement and the prospectus contained in the Registration Statement (the “ Prospectus ”), nor any documents referenced or incorporated by reference into the Other Transaction Documents or the Indenture, and we have assumed that none of the documents not reviewed by us would affect our opinions.

CHS/Community Health Systems, Inc.
Page 2
 
Whenever our opinion in this letter with respect to the existence or absence of facts is stated to be based on our knowledge or awareness, it is intended to signify that during the course of our representation of the PA Guarantors in connection with this transaction, no information has come to the attention of the attorneys within our firm who have devoted substantive attention to this transaction that would give them actual knowledge or awareness of the existence or absence of those facts. However, we have not undertaken any independent investigation to determine the existence or absence of those facts or any other facts and no inference as to our knowledge of the existence or absence of those facts or any other facts shall or may be drawn from our representation of the PA Guarantors. We have made no independent factual investigations and, as to factual matters, we have relied exclusively on the facts stated in the representations and warranties contained in the Indenture, the Registration Statement, the Prospectus and certificates of public officials. Without limiting the generality of the foregoing, we have not made an independent search of the books and records of any party or of any court or other administrative tribunal or similar entity. We have assumed that no laws or regulations of the Commonwealth of Pennsylvania apply to the PA Guarantors that do not apply to all corporations in the Commonwealth of Pennsylvania. All assumptions made by us in this opinion letter have been made without independent verification.
We have assumed the legal capacity and competence of natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents (which we have assumed are themselves authentic), of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. We have also assumed that all documents reviewed by us are complete.
We have also assumed that (a) the parties to the Indenture and the other documents (the “Other Reviewed Documents”) we reviewed in connection with this opinion letter (other than the PA Guarantors) are duly organized, validly existing or subsisting and in good standing in their jurisdiction of formation, and have the necessary power (including, without limitation, corporate power, partnership power and limited liability company power, where applicable) and authority to enter into and perform their obligations under the Indenture and the Other Reviewed Documents to which they are a party; (b) the Indenture has been duly authorized by each party thereto (other than the PA Guarantors); (c) the Indenture, when duly executed and delivered by the parties thereto, shall constitute the legal, valid and binding obligations of each of the parties thereto, enforceable against each such party in accordance with its terms; (d) the Other Reviewed Documents have been duly authorized, executed and delivered by each party thereto; (e) the Other Reviewed Documents constitute the legal, valid and binding obligations of each of the parties thereto, enforceable against each such party in accordance with their respective terms; and (f) the parties received good and valuable consideration for entering into the Indenture and the Other Reviewed Documents. We have further assumed that the PA Guarantors’ Organizational Documents (i) are the only documents governing the internal affairs of the PA Guarantors; (ii) have not been amended, restated, or supplemented (other than as set forth on  Exhibit A  attached hereto) and (iii) are in full force and effect.
Based upon the foregoing and subject to the qualifications, exceptions, assumptions and limitations set forth herein, we are of the opinion that:
1. Based solely on the Subsistence Certificates (as defined on Exhibit A attached hereto), each PA Guarantor is a corporation presently subsisting under the laws of the Commonwealth of Pennsylvania.

CHS/Community Health Systems, Inc.
Page 3
 
2. Each PA Guarantor has all requisite corporate power and authority to enter into and perform its obligations under the Indenture.
3. Each PA Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
The foregoing opinions are subject to the following exceptions, limitations and qualifications:
A. Our opinion is subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and similar laws affecting creditors’ rights and remedies generally; general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law); limitations on enforceability of rights to indemnification by securities laws or regulations or by public policy; and the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).
B. We express no opinion as to the application or requirements of any securities, patent, trademark, copyright, antitrust and unfair competition, pension or employee benefit, labor, environmental, health and safety or tax laws in respect of the transactions contemplated by or referred to in the Indenture.
C. We have made no independent examinations as to matters relating to title to any collateral referred to in the Indenture. We express no opinion as to the creation, perfection or priority of the security interests granted under the Indenture, or as to the adequacy of any description of collateral. We express no opinion as to the enforceability of the Indenture.
We express no opinion as to the law of any jurisdiction other than the law of the Commonwealth of Pennsylvania.
This opinion letter may be relied upon by you only in connection with the consummation of the transactions described herein and may not be used or relied upon by you or any other person for any other purpose, without in each instance our prior written consent. We hereby consent to the filing of this opinion as Exhibit 5.13 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the PA Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Pennsylvania law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.

CHS/Community Health Systems, Inc.
Page 4
 
This opinion letter is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion letter beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention.
Very truly yours,
/s/ Ballard Spahr LLP

EXHIBIT A
PA GUARANTORS’ ORGANIZATIONAL DOCUMENTS
 
1.	Articles of Incorporation of Coatesville Hospital Corporation (“Coatesville”), filed with the Secretary of State of the Commonwealth of Pennsylvania on February 6, 2001 (and Statements of Change of Registered Office filed with Commonwealth of Pennsylvania on November 6, 2003, and September 28, 2007).	
 
2.	By-Laws of Coatesville.	
 
3.	Subsistence Certificate for Coatesville, issued by the Commonwealth of Pennsylvania on May 11, 2012 (the “Coatesville Subsistence Certificate ”).	
 
4.	Resolutions of the Board of Directors of Coatesville dated May 16, 2012.	
 
5.	Articles of Incorporation of Clinton Hospital Corporation (“Clinton”), filed with the Secretary of State of the Commonwealth of Pennsylvania on October 27, 2011 (and Statements of Change of Registered Office filed with Commonwealth of Pennsylvania on November 6, 2003, and September 28, 2007).	
 
6.	By-Laws of Clinton.	
 
7.	Subsistence Certificate for Clinton, issued by the Commonwealth of Pennsylvania on dated May 11, 2012 (the “Clinton Subsistence Certificate ” and together with the Coatesville Subsistence Certificate, collectively, the “ Subsistence Certificates ”).	
 
8.	Resolutions of the Board of Directors of Clinton dated May 16, 2012.	

Exhibit 5.14

 
 	 	 	
 	  	Charleston, SC
Charlotte, NC
Columbia, SC
Myrtle Beach, SC
Raleigh, NC
Spartanburg, SC	
May 23, 2012
CHS/Community Health Systems, Inc.
 
 	Re:	Guarantee by QHG of South Carolina, Inc., a South Carolina corporation, of the obligations of CHS/Community Health Systems, Inc.	
Ladies and Gentlemen:
We have acted as special local counsel to QHG of South Carolina, Inc., a South Carolina corporation, (the “Guarantor”), in connection with the Guarantor’s proposed guarantees (the “Guarantees”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Company, and the Guarantee is to be made by the Guarantor, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
For purposes of rendering this opinion, we have examined the following documents:
(1) The Registration Statement
(2) The prospectus contained in the Registration Statement (the “Prospectus”)
(3) The Indenture;
(4) The Articles of Incorporation for the Guarantor;
(5) The Bylaws of Guarantor;
(6) The Resolution of the Board of Directors of Guarantor, adopted on May 16, 2012, approving the Guarantees (the “Resolution”); and
(7) A Certificate of Existence issued by the South Carolina Secretary of State dated May 21, 2012, indicating that the Guarantor is in good standing.
Parker Poe Adams & Bernstein LLP     1201 Main Street     Suite 1450     Columbia, SC 29201
t 803.255.8000     f 803.255.8017     www.parkerpoe.com

PARKER POE ADAMS & BERNSTEIN LLP

CHS/Community Health Systems, Inc.	
May 23, 2012	
Page 2 of 3	

The documents referenced in items 1 through 7 above are collectively referred to hereinafter as the “Opinion Documents.” Based upon and subject to the foregoing, and subject to the further qualifications, limitations, assumptions and exceptions set forth below, we are of the following opinion:
(a) The Guarantor is a corporation validly existing in good standing under the laws of the State of South Carolina.
(b) The Guarantor has the requisite corporate power and authority to make, execute, deliver and perform its obligations under the Indenture.
(c) The Guarantor has taken all necessary corporate action to duly authorize the execution, delivery, and performance of the Indenture.
We specifically assume that there has been no change in the information provided to us since the date such information was first provided and that such information was true and correct on the date on which it was provided and that it is true and correct on the date hereof. We also assume the genuineness and authenticity of all documents examined by us and all signatures thereon, the legal capacity of all persons executing such documents, other than on behalf of Guarantor, and the conformity to originals of all copies of all documents submitted to us. We also assume that the aforementioned Bylaws of Guarantor are the current and operative Bylaws of the Guarantor and that the Resolution remains in full force and effect. As to questions of fact, we have relied solely upon the representations, warranties, certifications, and statements contained in the Opinion Documents, and we have made no other independent factual investigation with regard to such matters.
We render this opinion with respect to the laws of the State of South Carolina and only with respect to those laws. We express no opinion with respect to the laws of a state other than South Carolina or of the United States.
This opinion is rendered solely to you and is solely for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purposes without our prior written consent. Except as indicated below, this opinion may not be relied upon by any other person, firm, or corporation for any purpose without our prior written consent. In that regard, we hereby consent to the filing of this opinion as an Exhibit to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by South Carolina law for purposes of its opinion being delivered and filed as an Exhibit to the Registration Statement. We do not undertake to advise you of any matters that might hereinafter arise that would affect the opinions expressed herein. Our opinion is limited to the matters expressly stated herein and no other opinion may be implied or inferred.

Very truly yours,
 
/s/ Parker Poe Adams & Bernstein LLP	
 	
Parker Poe Adams & Bernstein LLP	

Exhibit 5.15

 
 	 	 	
 	  	Charleston, SC
Charlotte, NC
Columbia, SC
Myrtle Beach, SC
Raleigh, NC
Spartanburg, SC	
May 23, 2012
CHS/Community Health Systems, Inc.
 
 	Re:	Guarantee by QHG of Spartanburg, Inc., a South Carolina corporation, of the obligations of CHS/Community Health Systems, Inc.	
Ladies and Gentlemen:
We have acted as special local counsel to QHG of Spartanburg, Inc., a South Carolina corporation, (the “Guarantor”), in connection with the Guarantor’s proposed guarantees (the “Guarantees”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Company, and the Guarantee is to be made by the Guarantor, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
For purposes of rendering this opinion, we have examined the following documents:
(1) The Registration Statement
(2) The prospectus contained in the Registration Statement (the “Prospectus”)
(3) The Indenture;
(4) The Articles of Incorporation for the Guarantor;
(5) The Bylaws of Guarantor;
(6) The Resolution of the Board of Directors of Guarantor, adopted on May 16, 2012, approving the Guarantees (the “Resolution”); and
(7) A Certificate of Existence issued by the South Carolina Secretary of State dated May 21, 2012, indicating that the Guarantor is in good standing.
Parker Poe Adams & Bernstein LLP     1201 Main Street     Suite 1450     Columbia, SC 29201
t 803.255.8000     f 803.255.8017     www.parkerpoe.com

PARKER POE ADAMS & BERNSTEIN LLP

CHS/Community Health Systems, Inc.	
May 23, 2012	
Page 2 of 3	

The documents referenced in items 1 through 7 above are collectively referred to hereinafter as the “Opinion Documents.” Based upon and subject to the foregoing, and subject to the further qualifications, limitations, assumptions and exceptions set forth below, we are of the following opinion:
(a) The Guarantor is a corporation validly existing in good standing under the laws of the State of South Carolina.
(b) The Guarantor has the requisite corporate power and authority to make, execute, deliver and perform its obligations under the Indenture.
(c) The Guarantor has taken all necessary corporate action to duly authorize the execution, delivery, and performance of the Indenture.
We specifically assume that there has been no change in the information provided to us since the date such information was first provided and that such information was true and correct on the date on which it was provided and that it is true and correct on the date hereof. We also assume the genuineness and authenticity of all documents examined by us and all signatures thereon, the legal capacity of all persons executing such documents, other than on behalf of Guarantor, and the conformity to originals of all copies of all documents submitted to us. We also assume that the aforementioned Bylaws of Guarantor are the current and operative Bylaws of the Guarantor and that the Resolution remains in full force and effect. As to questions of fact, we have relied solely upon the representations, warranties, certifications, and statements contained in the Opinion Documents, and we have made no other independent factual investigation with regard to such matters.
We render this opinion with respect to the laws of the State of South Carolina and only with respect to those laws. We express no opinion with respect to the laws of a state other than South Carolina or of the United States.
This opinion is rendered solely to you and is solely for your benefit in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purposes without our prior written consent. Except as indicated below, this opinion may not be relied upon by any other person, firm, or corporation for any purpose without our prior written consent. In that regard, we hereby consent to the filing of this opinion as an Exhibit to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by South Carolina law for purposes of its opinion being delivered and filed as an Exhibit to the Registration Statement. We do not undertake to advise you of any matters that might hereinafter arise that would affect the opinions expressed herein. Our opinion is limited to the matters expressly stated herein and no other opinion may be implied or inferred.

Very truly yours,	
 	
/s/ Parker Poe Adams & Bernstein LLP	
 	
Parker Poe Adams & Bernstein LLP	

Exhibit 5.16
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
 
 	Re:	Registration Statement on Form S-3 of CHS/Community Health Systems, Inc.	
Ladies and Gentlemen:
We have acted as special Tennessee counsel to CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), and the Guarantors (as defined below), each organized and existing under the laws of the State of Tennessee, in connection with a public offering of debt securities of the Company, which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes may be guaranteed on a secured or unsecured basis (the “Guarantees”) by certain of the Company’s wholly-owned subsidiaries, including the Tennessee entities set forth on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the “Guarantors”). The Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In connection with this opinion, we have (i) investigated such questions of law, and (ii) examined originals or certified, conformed or reproduction copies of the agreements, instruments, documents, and records of the Guarantors and such certificates of public officials and such other documents as are listed on Schedule II attached hereto. We have reviewed no other documents in connection with the preparation or issuance of this opinion.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, facsimile, conformed or photostatic copies and the authenticity of the originals of such latter documents. In addition, we have assumed that none of the Guarantors is insolvent or shall be rendered insolvent as a result of providing the Guarantees pursuant to the Indenture.

CHS/Community Health Systems, Inc.
May 23, 2012
Page 2
 
As to any facts material to the opinion expressed herein which have not been independently established or verified, we have relied upon the oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others.
Members of this firm are admitted to the Bar in the State of Tennessee, and we do not express any opinion as to the laws of any other jurisdiction, including federal law.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
1. Based solely on the respective Tennessee Certificates of Existence for such entities described on Schedule II, each Guarantor is validly existing under the laws of the State of Tennessee.
2. Each Guarantor has the requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture.
3. Each Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
We express no opinion as to whether the execution and delivery by the Company of the Indenture and the Notes and the execution and the delivery by each Guarantor of the Indenture and the Guarantee to which it is a party, and the performance by the Company and each of the Guarantors of their respective obligations thereunder violate, conflict with or constitute a default under or will violate, conflict with or constitute a default under any agreement or instrument of which the Company or any Guarantor or its properties is subject. We express no opinion as to the enforceability of the Guarantees or the Indenture.
We hereby consent to the filing of this opinion as Exhibit 5.16 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement, and to the reference to this firm in the prospectus contained in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Tennessee law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,	
 	
/s/ Bradley Arant Boult Cummings LLP	
BRADLEY ARANT BOULT CUMMINGS LLP	

Schedule I
Guarantors
 
1.	Brownsville Hospital Corporation, a Tennessee corporation	
 
2.	Cleveland Hospital Corporation, a Tennessee corporation	
 
3.	Dyersburg Hospital Corporation, a Tennessee corporation	
 
4.	Hospital of Morristown, Inc., a Tennessee corporation	
 
5.	Jackson Hospital Corporation, a Tennessee corporation	
 
6.	Lakeway Hospital Corporation, a Tennessee corporation	
 
7.	Lexington Hospital Corporation, a Tennessee corporation	
 
8.	Martin Hospital Corporation, a Tennessee corporation	
 
9.	McNairy Hospital Corporation, a Tennessee corporation	
 
10.	Shelbyville Hospital Corporation, a Tennessee corporation	

Schedule II
 
1.	Certificates of Existence for the following entities issued by the Tennessee Secretary of State on the respective dates listed below:	

Brownsville Hospital Corporation	  	May 10, 2012	
Cleveland Hospital Corporation	  	May 10, 2012	
Dyersburg Hospital Corporation	  	May 10, 2012	
Hospital of Morristown, Inc.	  	May 23, 2012	
Jackson Hospital Corporation	  	May 10, 2012	
Lakeway Hospital Corporation	  	May 10, 2012	
Lexington Hospital Corporation	  	May 10, 2012	
Martin Hospital Corporation	  	May 10, 2012	
McNairy Hospital Corporation	  	May 10, 2012	
Shelbyville Hospital Corporation	  	May 23, 2012	
 
2.	Charters and applicable amendment documents for the following entities provided by the Company through access to its intranet site:	
Brownsville Hospital Corporation
Cleveland Hospital Corporation
Dyersburg Hospital Corporation
Hospital of Morristown, Inc.
Jackson Hospital Corporation
Lakeway Hospital Corporation
Lexington Hospital Corporation
Martin Hospital Corporation
McNairy Hospital Corporation
Shelbyville Hospital Corporation
 
3.	Bylaws for the following entities provided by the Company through access to its intranet site:	
Brownsville Hospital Corporation
Cleveland Hospital Corporation
Dyersburg Hospital Corporation
Hospital of Morristown, Inc.
Jackson Hospital Corporation
Lakeway Hospital Corporation
Lexington Hospital Corporation
Martin Hospital Corporation
McNairy Hospital Corporation
Shelbyville Hospital Corporation
 
4.	Resolutions for each of the Guarantors adopted by the Board of Directors of each of the Guarantors.	
 
5.	The Registration Statement.	

Exhibit 5.17
LIECHTY & MCGINNIS, LLP
ATTORNEYSAND COUNSELORS
11910 GREENVILLE AVENUE, SUITE 400
DALLAS, TEXAS 75243
214.265.0008 • FAX: 214.265.0615

EMMETT W. BERRYMAN	  	May 23, 2012	  	SENDER’S E-MAIL:	
 	  	 	  	eberryman@lmlawyers.com	
Granbury Hospital Corporation
Jourdanton Hospital Corporation
Big Bend Hospital Corporation
Big Spring Hospital Corporation
Weatherford Hospital Corporation
Weatherford Texas Hospital Company, LLC
c/o CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
Certain Guarantees of Debt Securities to be Issued From Time to Time by
CHS/Community Health Systems, Inc. Pursuant to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Texas counsel to (i) Granbury Hospital Corporation, a Texas corporation, (ii) Jourdanton Hospital Corporation, a Texas corporation, (iii) Big Bend Hospital Corporation, a Texas corporation, (iv) Big Spring Hospital Corporation, a Texas corporation, (v) Weatherford Hospital Corporation, a Texas corporation, and (vi) Weatherford Texas Hospital Company, LLC, a Texas limited liability company (collectively, the “ Guarantors ”), in connection with the Guarantors’ proposed guarantees (the “ Guarantees ”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “ Company ”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “ Notes ”). The Notes are to be issued by the Company, and the Guarantees are to be made by the Guarantors, pursuant to a Registration Statement on Form S-3 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “ Registration Statement ”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “ Indenture ”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
 
1

Granbury Hospital Corporation
Jourdanton Hospital Corporation
Big Bend Hospital Corporation
Big Spring Hospital Corporation
Weatherford Hospital Corporation
Weatherford Texas Hospital Company, LLC
May 23, 2012
 
Documents Reviewed
In connection with this opinion letter, we have examined the following documents:
 
 	(a)	the Indenture;	
 	(b)	the Registration Statement;	
 	(c)	the prospectus contained in the Registration Statement (the “Prospectus”);	
 	(d)	Bylaws of Granbury Hospital Corporation;	
 	(e)	Certificate of Incorporation of Granbury Hospital Corporation;	
 	(f)	Bylaws of Jourdanton Hospital Corporation;	
 	(g)	Certificate of Incorporation of Jourdanton Hospital Corporation;	
 	(h)	Bylaws of Big Bend Hospital Corporation;	
 	(i)	Certificate of Incorporation of Big Bend Hospital Corporation;	
 	(j)	Bylaws of Big Spring Hospital Corporation;	
 	(k)	Certificate of Incorporation of Big Spring Hospital Corporation;	
 	(l)	Bylaws of Weatherford Hospital Corporation;	
 	(m)	Certificate of Incorporation of Weatherford Hospital Corporation;	
 	(n)	Operating Agreement of Weatherford Texas Hospital Company, LLC;	
 	(o)	Certificate of Formation of Weatherford Texas Hospital Company, LLC;	
 	(p)	the Corporate Status Certificates (as defined in subpart (iii) below);	
 	(q)	the LLC Status Certificates (as defined in subpart (iv) below); and	
 	(r)	the certificates referenced in subpart (v) below.	
Items (a) through (c) above are collectively referred to herein as the “Transaction Documents”.
Items (d) through (r) above are collectively referred to herein as the “Corporate Documents”.
In addition we have examined and relied upon the following:
(i)      with respect to each Guarantor that is a corporation, certificates from the Secretary of such Guarantor dated March 21, 2012, certifying in each instance as to true and correct copies of the articles of incorporation and bylaws of such Guarantor and resolutions of the board of directors of such Guarantor dated May 16, 2012, authorizing the Guarantees by such Guarantor of the obligations of the Company under the Notes;
(ii)     with respect to each Guarantor that is a limited liability company, certificates from the Secretary of such Guarantor dated March 21, 2012, certifying in each instance as to true and correct copies of the articles of organization and limited liability company agreement of such Guarantor and resolutions of the sole member of such Guarantor dated May 16, 2012, authorizing the Guarantees by such Guarantor of the obligations of the Company under the Notes;
 
2

Granbury Hospital Corporation
Jourdanton Hospital Corporation
Big Bend Hospital Corporation
Big Spring Hospital Corporation
Weatherford Hospital Corporation
Weatherford Texas Hospital Company, LLC
May 23, 2012
 
(iii)     with respect to each Guarantor that is a corporation, a certificate dated May 10, 2012 issued by the Office of the Secretary of State of Texas, attesting to the corporate status of such Guarantor in Texas (collectively, the “ Corporate Status Certificates ”);
(iv)     with respect to each Guarantor that is a limited liability company, a certificate dated May 10, 2012, issued by the Office of the Secretary of State of Texas, attesting to the limited liability company status of such Guarantor in Texas (collectively, the “ LLC Status Certificates ”);
(v)      with respect to each Guarantor, a certificate dated May 10, 2012, issued by the Office of the Secretary of State of Texas, that each of the Guarantors remains in existence.
(vi)     originals, or copies identified to our satisfaction as being true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter.
Assumptions Underlying Our Opinions
With your permission, as to questions of fact material to this Opinion and without independent verification with respect to the accuracy of such factual matters, we have relied upon the Indenture, certificates of public officials, accuracy of the public record, and the officers and directors of the Guarantor. We have made no independent investigation of the any statements, warranties and representations made by Guarantor in the Indenture or any related matters. With the exception of the Corporate Documents, we have not examined the books and records of the Guarantor.
For purposes of this Opinion, we have assumed, with your approval and without independent investigation, the following:
(a)     There has been no change of any kind with respect to the form of Corporate Documents certified by the Secretary of each Guarantor on March 21, 2012, and no re-certification is required.
(b)     There have been no resolutions, amendments, substitutions, replacements, or restatements of, or otherwise relating to, the Corporate Documents that would materially affect Guarantor’s corporate existence, its ability to transact business as contemplated by the Transaction Documents, or otherwise affect the Indenture as the legal, valid, and binding obligation of the Guarantor, enforceable against Guarantor in accordance with the terms thereof.
 
3

Granbury Hospital Corporation
Jourdanton Hospital Corporation
Big Bend Hospital Corporation
Big Spring Hospital Corporation
Weatherford Hospital Corporation
Weatherford Texas Hospital Company, LLC
May 23, 2012
 
(b)     No fraud, mistake, undue influence, duress or criminal activity exists with respect to the Transaction Documents or any of the matters relevant to the opinions rendered herein.
(c)     The genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic, original documents of all documents submitted to us as copies, the due authority of the parties executing such documents, and the legal capacity of natural persons.
(d)     All factual matters, including, without limitation, any representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein.
(e)     The Indenture is in all material respects in the same form “substantially as set forth in the ‘Description of Notes’ section of the Offering Documents,” as contemplated by Section B of the Resolutions.
Our Opinions
Based on and subject to the foregoing and the other qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that:
1. Organizational Status. Based solely upon its Corporate Status Certificate, each Guarantor identified herein as a Texas corporation is a validly existing corporation under the laws of the State of Texas. Based solely upon its LLC Status Certificate, each Guarantor identified herein as a limited liability company is a validly existing limited liability company under the laws of the State of Texas.
2. Power and Authority; Authorization. Each Guarantor has the requisite corporate or limited liability company, as applicable, power and authority to execute and deliver, and to perform its obligations under, the Guarantees and has taken all necessary corporate or limited liability company, as applicable, action to authorize the execution, delivery and performance thereof.
Qualifications and Limitations
This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time based solely upon laws, rulings and regulations in effect on the date hereof; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinions set forth above.
 
4

Granbury Hospital Corporation
Jourdanton Hospital Corporation
Big Bend Hospital Corporation
Big Spring Hospital Corporation
Weatherford Hospital Corporation
Weatherford Texas Hospital Company, LLC
May 23, 2012
 
We are qualified to practice law in the State of Texas, and we express no opinions as to the laws of other jurisdictions other than to the federal laws of the United States of America and the laws of the State of Texas, as currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if I become aware of any facts that might change the opinions expressed herein after the date hereof.
Miscellaneous
The foregoing opinions are being furnished only for the purpose referred to in the first paragraph of this opinion letter and may not be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Texas law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.

Very truly yours,	
 
LIECHTY & McGINNIS, LLP	
 	 	
By:	 	/s/ Emmett W. Berryman	
 	 	Emmett W. Berryman, Partner	
 
5

Exhibit 5.18

May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Blvd.
Franklin, Tennessee 37067
 
Re:	CHS/Community Health Systems, Inc. - Registration Statement on Form S-3	
Ladies and Gentlemen:
We have acted as local counsel in the State of Utah for Tooele Hospital Corporation, a Utah corporation (“UT Guarantor”), in connection with UT Guarantor’s proposed guarantee (the “ Guarantee ”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “ Company ”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “ Notes ”). The Notes are to be issued by the Company, and the Guarantee is to be made by the UT Guarantor, pursuant to a Registration Statement on Form S-3 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “ Registration Statement ”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantee will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “ Indenture ”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
In so acting, we have examined the form of the Indenture filed with the Registration Statement. We have also reviewed (i) the organizational documents of UT Guarantor identified on  Exhibit A  attached hereto (the “ UT Guarantor’s Organizational Documents ”) and (ii) such other documents as we deemed necessary in connection with the opinions set forth below. We have not reviewed any documents entered into in connection with the transactions contemplated in the Indenture (the “ Other Transaction Documents ”), other than the Indenture, the Registration Statement and the prospectus contained in the Registration Statement (the “ Prospectus ”), nor any

CHS/Community Health Systems, Inc.
Page 2
 
documents referenced or incorporated by reference into the Other Transaction Documents or the Indenture, and we have assumed that none of the documents not reviewed by us would affect our opinions.
Whenever our opinion in this letter with respect to the existence or absence of facts is stated to be based on our knowledge or awareness, it is intended to signify that during the course of our representation of UT Guarantor in connection with this transaction, no information has come to the attention of the attorneys within our firm who have devoted substantive attention to this transaction that would give them actual knowledge or awareness of the existence or absence of those facts. However, we have not undertaken any independent investigation to determine the existence or absence of those facts or any other facts and no inference as to our knowledge of the existence or absence of those facts or any other facts shall or may be drawn from our representation of UT Guarantor. We have made no independent factual investigations and, as to factual matters, we have relied exclusively on the facts stated in the representations and warranties contained in the Indenture, the Registration Statement, the Prospectus and certificates of public officials. Without limiting the generality of the foregoing, we have not made an independent search of the books and records of any party or of any court or other administrative tribunal or similar entity. We have assumed that no laws or regulations of the State of Utah apply to UT Guarantor that do not apply to all corporations in the State of Utah. All assumptions made by us in this opinion letter have been made without independent verification.
We have assumed the legal capacity and competence of natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents (which we have assumed are themselves authentic), of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies. We have also assumed that all documents reviewed by us are complete.
We have also assumed that (a) the parties to the Indenture and the other documents (the “Other Reviewed Documents”) we reviewed in connection with this opinion letter (other than UT Guarantor) are duly organized, validly existing or subsisting and in good standing in their jurisdiction of formation, and have the necessary power (including, without limitation, corporate power, partnership power and limited liability company power, where applicable) and authority to enter into and perform their obligations under the Indenture and the Other Reviewed Documents to which they are a party; (b) the Indenture has been duly authorized by each party thereto (other than the UT Guarantor); (c) the Indenture, when duly executed and delivered by the parties thereto, shall constitute the legal, valid and binding obligations of each of the parties thereto, enforceable against each such party in accordance with its terms; (d) the Other Reviewed Documents have been duly authorized, executed and delivered by each party thereto; (e) the Other Reviewed Documents constitute the legal, valid and binding obligations of each of the parties thereto, enforceable against each such party in accordance with their respective terms; and (f) the parties received good and valuable consideration for entering into the Indenture and the Other Reviewed Documents. We have further assumed that UT Guarantor’s Organizational Documents (i) are the only documents governing the internal affairs of UT Guarantor; (ii) have not been amended, restated, or supplemented (other than as set forth on  Exhibit A  attached hereto) and (iii) are in full force and effect.

CHS/Community Health Systems, Inc.
Page 3
 
Based upon the foregoing and subject to the qualifications, exceptions, assumptions and limitations set forth herein, we are of the opinion that:
1. Based solely on the Tooele Certificate of Existence (as defined on Exhibit A attached hereto), UT Guarantor is a corporation presently existing in good standing under the laws of the State of Utah.
2. UT Guarantor has all requisite corporate power and authority to enter into and perform its obligations under the Indenture.
3. UT Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
The foregoing opinions are subject to the following exceptions, limitations and qualifications:
A. Our opinion is subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and similar laws affecting creditors’ rights and remedies generally; general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law); limitations on enforceability of rights to indemnification by securities laws or regulations or by public policy; and the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).
B. We express no opinion as to the application or requirements of any securities, patent, trademark, copyright, antitrust and unfair competition, pension or employee benefit, labor, environmental, health and safety or tax laws in respect of the transactions contemplated by or referred to in the Indenture.
C. We have made no independent examinations as to matters relating to title to any collateral referred to in the Indenture. We express no opinion as to the creation, perfection or priority of the security interests granted under the Indenture, or as to the adequacy of any description of collateral. We express no opinion as to the enforceability of the Indenture.
We express no opinion as to the law of any jurisdiction other than the law of the State of Utah.
This opinion letter may be relied upon by you only in connection with the consummation of the transactions described herein and may not be used or relied upon by you or any other person for any other purpose, without in each instance our prior written consent. We hereby consent to the filing of this opinion as Exhibit 5.18 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the

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Company and UT Guarantor, may rely upon this opinion with respect to matters set forth herein that are governed by Utah law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
This opinion letter is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion letter beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention.
Very truly yours,
/s/ Ballard Spahr LLP

EXHIBIT A
UT GUARANTOR’S ORGANIZATIONAL DOCUMENTS
 
1.	Articles of Incorporation of Tooele Hospital Corporation, filed with the Department of Commerce of the State of Utah on September 28, 1998.	
 
2.	By-Laws of Tooele Hospital Corporation.	
 
3.	Certificate of Existence for Tooele Hospital Corporation, issued by the State of Utah dated May 11, 2012 (the “Tooele Certificate of Existence ”).	
 
4.	Resolutions of the Board of Directors of Tooele Hospital Corporation dated May 16, 2012.	

Exhibit 5.19
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
(615) 465-7000
Form S-3 Registration
CHS/Community Health Systems, Inc.
Ladies and Gentlemen:
We have acted as special counsel for Emporia Hospital Corporation, a Virginia stock corporation (the “Company”), in connection with the Company’s proposed guarantee (the “Guarantee”), along with the other guarantors (“Guarantors”) under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “Issuer”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Issuer, and the Guarantee is to be made by the Company, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
We have been requested by the Issuer to render this opinion. Capitalized terms used herein and not otherwise defined shall have the same meaning as in the Indenture.
For purposes of rendering this opinion, we have examined the following documents:
 
 	(i)	the Registration Statement;	
 
 	(ii)	the prospectus contained in the Registration Statement (the “Prospectus”);	
 
 	(iii)	the Indenture;	
 
 	(iv)	Resolutions of the Board of Directors of the Company dated May 16, 2012 and signed by the Secretary of the Company authorizing the transactions contemplated therein;	
 
 	(v)	Certificate of Existence of the Company dated May 11, 2012 issued by the State Corporation Commission of the Commonwealth of Virginia; and	
 
 	(vi)	Articles of Incorporation and Bylaws of the Company.	

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Page 2

 
The documents identified in items (i) through (iii) above may be referred to herein as the “Transaction Documents”, and the documents identified in items (iv) through (vi) above may be referred to herein as the “Company Documents.”
In addition, we have reviewed such corporate records of the Company together with such other instruments, certificates of public officials and corporate representatives, and other documents as we have deemed necessary or advisable as a basis for the opinion hereinafter expressed. We have also reviewed and relied upon such certificates of the Company as to factual matters, certificates of public officials and other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions set forth below.
We have also examined originals, or copies identified to our satisfaction, of such other documents, instruments, certificates and records as we have considered appropriate in order to render the opinions contained herein. Where we have considered it appropriate, as to certain facts we have relied, without investigation or analysis of any underlying data contained therein, upon certificates or other comparable documents of public officials or other appropriate representatives of the Company.
For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies and the authenticity of the originals, and (iii) the due authorization, execution and delivery of all documents by all parties and the validity and binding effect thereof (other than the authorization, execution and delivery of all documents by the Company and the validity and binding effect thereof upon the Company), and (iv) the due, appropriate and timely filing of all financing statements and/or other instruments required for perfection of any security interests referenced in the Transaction Documents.
We express no opinion to the extent that any Transaction Documents may be impacted by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the rights of creditors generally; (ii) the exercise of judicial discretion or general principles of equity, whether considered in a proceeding at law or in equity, or public policy, including applicable securities law; (iii) restrictions on the assignment of benefits payable under any governmental health care program; (iv) standards relating to privacy and confidentiality of patient information; and/or (v) standards relating to fraud and forgery.
As to factual matters, we have relied upon all warranties and representations included in the Registration Statement, the Prospectus and the Indenture and contained within the Company Documents and certificates of officers of the Company. Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved in the representation of the Company in this transaction without independent investigation.
Based solely on the Company Documents and such investigations as we have deemed appropriate, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the Commonwealth of Virginia, with the corporate power and authority to enter into the transactions contemplated by the Guarantee.

May 23, 2012
Page 3

 
2. The Company has the requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture.
3. The Company has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
The opinions set forth herein are subject to the following qualifications:
(A) In rendering the opinions set forth in paragraph 3 above, we have advised you only as to such knowledge as we have obtained from (a) the certificates of the Company; (b) the Company Documents; and (c) inquiries of officers and employees of the Company. Except to the extent otherwise expressly set forth above, for purposes of this opinion, we have not made an independent review of any agreements, instruments, writs, orders, judgments, rules or other regulations or decrees which may have been executed by or which may now be binding upon the Company, nor have we undertaken to review our internal files or any files of the Company, relating to transactions to which the Company may be a party, or to discuss their transactions or business with any other lawyers in our firm or with any other officers, partners or any employees of the Company.
(B) We do not purport to express an opinion on any laws other than the laws of Virginia and federal law. To the extent the laws of any other state or nation apply with respect to any of the transactions contemplated herein, we have assumed that the laws of such other state or nation are the same as the laws of the Commonwealth of Virginia in all applicable respects. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in the Commonwealth of Virginia exercising customary professional diligence would reasonably recognize as being directly applicable to the Company and the Transaction Documents or any of them.
(C) Except as otherwise stated in this opinion, no one but the addressee hereof is entitled to rely upon this opinion without our written consent. Notwithstanding the foregoing, we hereby consent to the filing of this opinion as Exhibit 5.19 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Issuer and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Virginia law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
Finally, we do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.
Very truly yours,
/s/ Hancock, Daniel, Johnson & Nagle, P.C.

Exhibit 5.20
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Blvd.
Franklin, Tennessee 37067
Attention: General Counsel
 
 	RE:	Oak Hill Hospital Corporation	
Ladies and Gentlemen:
We have acted as special West Virginia counsel to Oak Hill Hospital Corporation, a West Virginia corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee (the “ Guarantee ”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “ Company ”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Company, and the Guarantee is to be made by the Guarantor, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
Documents Reviewed
In connection with this opinion letter, we have examined the following documents:
(a) Registration Statement;
(b) the prospectus contained in the Registration Statement (the “Prospectus”);
(c) Indenture;
(d) Resolutions of the Board of Directors of the Guarantor authorizing the Guarantees by the Company of the obligations of the Guarantor under the Notes and the Indenture;

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May 23, 2012
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(e) Articles of Incorporation of the Guarantor certified by the Secretary of State of the State of West Virginia as of the 31st day of October 2011;
(f) Certificate of Existence dated January 30, 2012, issued by the Secretary of State of the State of West Virginia, attesting to the corporate status of the Guarantor; and
(g) originals, or copies identified to our satisfaction as being true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter.
Assumptions Underlying Our Opinions
For all purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:
(a) Factual Matters. To the extent that we have reviewed and relied upon (1) certificates of the Guarantor or authorized representatives thereof, (2) representations of the Guarantor set forth in the Indenture, and (3) certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters.
(b) Signatures. The signatures of all of the individuals signing the certificates and other documents we have reviewed are genuine and such individuals are authorized to sign such certificates and other documents, except that we make no assumption regarding the authority of individuals signing on behalf of the Guarantor.
(c) Authentic and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate; and all documents submitted to us as copies conform to authentic original documents.
(d) No Amendment. We have assumed that there is no oral or written agreement, understanding, course of dealing or usage of trade that amends any term of the Indenture or any waiver of any such term; and that there has been no mutual mistake of fact or fraud, misrepresentation, duress, undue influence or similar inequitable conduct.
(e) Independent Investigation. We make no representation that we have independently investigated or verified any of the matters that we have assumed for the purposes of this opinion, and, by accepting this opinion, you acknowledge not to have requested, or relied on, any such independent investigation or verification by us. We also do not express any opinion as to compliance with state securities or “Blue Sky” laws or as to compliance with the antifraud provisions of the federal or state securities laws.

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May 23, 2012
Page 3 of 4
 
Our Opinions
Based on and subject to the foregoing and the other qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that:
(a) Organizational Status. Based solely upon the West Virginia Certificate of Authority, the Guarantor is a validly existing corporation under the laws of the State of West Virginia.
(b) Power and Authority; Authorization. The Guarantor has the requisite corporate power and authority to execute and deliver, and to perform its obligations under, the Indenture and has taken all necessary corporate action to authorize the execution, delivery and performance thereof.
Qualifications and Limitations
(a) We advise you that we represent the Guarantor in the State of West Virginia only in connection with our review of the Indenture. There may be many matters of legal or factual nature concerning the Guarantor with respect to which we have not been consulted and concerning which we have no knowledge.
(b) The opinions set forth above are subject to (i) applicable laws relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting creditors’ rights generally, whether now or hereafter in effect, and (ii) general principles of equity, including, without limitation, concepts of materiality, laches, reasonableness, good faith, fair dealing and judicial discretion, and the principles regarding when injunctive or other equitable remedies will be available (regardless of whether considered in a proceeding at law or in equity).
(c) We are admitted to practice only in the State of West Virginia. Our opinions are limited to the laws of the State of West Virginia and its political subdivisions and the laws of the United States of America, and we express no opinion as to matters under or involving the laws of any other law or governmental authority.
(d) Our opinions are limited to only those laws, rules and regulations that we have, in the exercise of customary professional diligence, but without any special investigation, recognized as generally applicable (including, without limitation, the UCC and the conflicts-of-law principles of the State of West Virginia).
Miscellaneous
The foregoing opinions are being furnished only for the purpose referred to in the first paragraph of this opinion letter and may not be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of this opinion as Exhibit 5.20 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of

CHS/Community Health Systems, Inc.
May 23, 2012
Page 4 of 4
 
counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by West Virginia law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Steptoe & Johnson PLLC
STEPTOE & JOHNSON PLLC

Exhibit 5.21
Alan C. Bryan
490 North 31st Street
P.O. Box 2529
Billings, MT 59103-2529
Ph: 406.252-3441
Fx: 406.252-3181
abryan@crowleyfleck.com
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Blvd.
Franklin, TN 37067
 
Re:	Evanston Hospital Corporation, a Wyoming corporation	
Local Counsel Opinion for the State of Wyoming
Ladies and Gentlemen:
We have acted as special counsel in the State of Wyoming for Evanston Hospital Corporation, a Wyoming corporation, (the “Guarantor”), in connection with the Guarantor’s proposed guarantee (the “Guarantee”), along with the other guarantors under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “Company”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Company, and the Guarantee is to be made by the Guarantor, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
MATERIALS EXAMINED
In our representation of Guarantor, we have examined the following documents:
 
 	(i)	the Registration Statement;	
 
 	(ii)	the prospectus contained in the Registration Statement (the “Prospectus”)	
 
 	(iii)	Indenture (in the form attached to the Registration Statement);	

May 23, 2012
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 	(iv)	Articles of Incorporation of Evanston Hospital Corporation;	
 
 	(v)	Bylaws of Evanston Hospital Corporation;	
 
 	(vi)	Certificate of Existence for Evanston Hospital Corporation issued by the Wyoming Secretary of State dated May 22, 2012 (the “Certificate of Existence”);	
 
 	(vii)	Evanston Hospital Corporation Minutes of a Special Meeting of the Board of Directors dated November 7, 2011;	
 
 	(viii)	Evanston Hospital Corporation Minutes of the Annual Meeting of the Board of Directors dated July 11, 2011; and	
 
 	(ix)	Resolutions of the Board of Directors of Evanston Hospital Corporation dated May 16, 2012 (the “Resolutions”).	
The documents identified in items (i) through (ix) above may be referred to herein as the “Transaction Documents,” and the documents identified in items (iv) through (ix) above may be referred to herein as the “Corporation Documents”.
ASSUMPTIONS
With your permission, as to questions of fact material to this Opinion and without independent verification with respect to the accuracy of such factual matters, we have relied upon the Transaction Documents, certificates of public officials, accuracy of the public record, and the officers and directors of the Guarantor. We have made no independent investigation of the any statements, warranties and representations made by Guarantor in the Transaction Documents or any related matters. With the exception of the Corporate Documents, we have not examined the books and records of the Guarantor.
For purposes of this Opinion, we have assumed, with your approval and without independent investigation, the following:
a. There have been no resolutions, amendments, substitutions, replacements, or restatements of, or otherwise relating to, the Corporate Documents that would materially affect Guarantor’s corporate existence, its ability to transact business as contemplated by the Transaction Documents, or otherwise affect the Indenture as the legal, valid, and binding obligation of the Guarantor, enforceable against Guarantor in accordance with the terms thereof.
b. No fraud, mistake, undue influence, duress or criminal activity exists with to the Transaction Documents or any of the matters relevant to the opinions rendered herein.
c. The genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic, original documents of all documents submitted to us as copies, the due authority of the parties executing such documents, and the legal capacity of natural persons.

May 23, 2012
Page 3 of 4
 
d. All factual matters, including, without limitation, any representations and warranties, contained in the Transaction Documents, are true and correct as set forth therein.
e. The Indenture is in all material respects in the same form “substantially as set forth in the ‘Description of Notes’ section of the Offering Documents,” as contemplated by Section B of the Resolutions.
OPINION
Based on the foregoing, and subject to the limitations, qualifications and exceptions set forth herein, we express the following Opinions:
Opinion 1. Based solely on the Certificate of Existence, the Guarantor validly exists under the laws of the State of Wyoming.
Opinion 2. Based solely on the Corporate Documents, the Guarantor has the requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture.
Opinion 3. Based solely on the Corporate Documents, the Guarantor has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
LIMITATIONS AND QUALIFICATIONS
The foregoing Opinions are subject to the following limitations, qualifications, and exceptions:
A. Our Opinions are limited to the laws of the State of Wyoming existing on the date of this letter, and we assume no obligation to update or supplement this Opinion. Furthermore, we express no opinion with respect to the compliance with any law, rule or regulation that is a matter of customary practice as understood to be covered only when an opinion refers to it expressly. Without limiting the generality of the foregoing, we express no opinion on local or municipal law, anti-trust, environmental, land use, securities, tax, pension, employee benefit, margin, insolvency, anti-terrorism, money laundering, or investment company laws and regulations.
B. Our opinions are subject to and limited by (a) bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors rights generally; (b) fraudulent transfer and fraudulent conveyance laws; and (c) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.

May 23, 2012
Page 4 of 4
 
C. No opinion is implied or is to be inferred beyond the matters expressly stated herein. This letter is our opinion as to certain legal conclusions as specifically set forth herein, and does not and shall not be deemed to be a representation or opinion as to any factual matters.
D. This Opinion has been prepared and given in accordance with the customary practice of those lawyers licensed to practice law in the State of Wyoming who regularly give opinions of this kind, type and nature as those matters contained herein. The Opinion Parties have agreed that the interpretation of this Opinion shall be based upon the customary practice of those lawyers licensed to practice law in the State of Wyoming who regularly give opinions of this kind, type and nature as those matters contained herein.
This Opinion is furnished for the benefit of the Company and is not to be quoted in whole or in part or otherwise referred to or disclosed to any person or entity or in any other transaction. Notwithstanding the foregoing, we hereby consent to the filing of this Opinion as Exhibit 5.21 to the Registration Statement on or about the date hereof, to the incorporation by reference of this Opinion into the Registration Statement, and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Company and each of the Subsidiary Guarantors, may rely upon this Opinion with respect to matters set forth herein that are governed by Wyoming law for purpose of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
Sincerely,
/s/ Alan C. Bryan                        
Alan C. Bryan
Crowley Fleck PLLP
ACB:pt

Exhibit 5.22
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
(615) 465-7000
Form S-3 Registration
CHS/Community Health Systems, Inc.
Ladies and Gentlemen:
We have acted as special counsel for Franklin Hospital Corporation, a Virginia stock corporation (the “Company”), in connection with the Company’s proposed guarantee (the “Guarantee”), along with the other guarantors (“Guarantors”) under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “Issuer”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Issuer, and the Guarantee is to be made by the Company, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
We have been requested by the Issuer to render this opinion. Capitalized terms used herein and not otherwise defined shall have the same meaning as in the Indenture.
For purposes of rendering this opinion, we have examined the following documents:
 
 	(i)	the Registration Statement;	
 
 	(ii)	the prospectus contained in the Registration Statement (the “Prospectus”);	
 
 	(iii)	the Indenture;	
 
 	(iv)	Resolutions of the Board of Directors of the Company dated May 16, 2012 and signed by the Secretary of the Company authorizing the transactions contemplated therein;	
 
 	(v)	Certificate of Existence of the Company dated May 11, 2012 issued by the State Corporation Commission of the Commonwealth of Virginia; and	

May 23, 2012
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 	(vi)	Articles of Incorporation and Bylaws of the Company.	
The documents identified in items (i) through (iii) above may be referred to herein as the “Transaction Documents”, and the documents identified in items (iv) through (vi) above may be referred to herein as the “Company Documents.”
In addition, we have reviewed such corporate records of the Company together with such other instruments, certificates of public officials and corporate representatives, and other documents as we have deemed necessary or advisable as a basis for the opinion hereinafter expressed. We have also reviewed and relied upon such certificates of the Company as to factual matters, certificates of public officials and other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions set forth below.
We have also examined originals, or copies identified to our satisfaction, of such other documents, instruments, certificates and records as we have considered appropriate in order to render the opinions contained herein. Where we have considered it appropriate, as to certain facts we have relied, without investigation or analysis of any underlying data contained therein, upon certificates or other comparable documents of public officials or other appropriate representatives of the Company.
For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies and the authenticity of the originals, and (iii) the due authorization, execution and delivery of all documents by all parties and the validity and binding effect thereof (other than the authorization, execution and delivery of all documents by the Company and the validity and binding effect thereof upon the Company), and (iv) the due, appropriate and timely filing of all financing statements and/or other instruments required for perfection of any security interests referenced in the Transaction Documents.
We express no opinion to the extent that any Transaction Documents may be impacted by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the rights of creditors generally; (ii) the exercise of judicial discretion or general principles of equity, whether considered in a proceeding at law or in equity, or public policy, including applicable securities law; (iii) restrictions on the assignment of benefits payable under any governmental health care program; (iv) standards relating to privacy and confidentiality of patient information; and/or (v) standards relating to fraud and forgery.
As to factual matters, we have relied upon all warranties and representations included in the Registration Statement, the Prospectus and the Indenture and contained within the Company Documents and certificates of officers of the Company. Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved in the representation of the Company in this transaction without independent investigation.
Based solely on the Company Documents and such investigations as we have deemed appropriate, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the Commonwealth of Virginia, with the corporate power and authority to enter into the transactions contemplated by the Guarantee.

May 23, 2012
Page 3

 
2. The Company has the requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture.
3. The Company has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
The opinions set forth herein are subject to the following qualifications:
(A) In rendering the opinions set forth in paragraph 3 above, we have advised you only as to such knowledge as we have obtained from (a) the certificates of the Company; (b) the Company Documents; and (c) inquiries of officers and employees of the Company. Except to the extent otherwise expressly set forth above, for purposes of this opinion, we have not made an independent review of any agreements, instruments, writs, orders, judgments, rules or other regulations or decrees which may have been executed by or which may now be binding upon the Company, nor have we undertaken to review our internal files or any files of the Company, relating to transactions to which the Company may be a party, or to discuss their transactions or business with any other lawyers in our firm or with any other officers, partners or any employees of the Company.
(B) We do not purport to express an opinion on any laws other than the laws of Virginia and federal law. To the extent the laws of any other state or nation apply with respect to any of the transactions contemplated herein, we have assumed that the laws of such other state or nation are the same as the laws of the Commonwealth of Virginia in all applicable respects. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in the Commonwealth of Virginia exercising customary professional diligence would reasonably recognize as being directly applicable to the Company and the Transaction Documents or any of them.
(C) Except as otherwise stated in this opinion, no one but the addressee hereof is entitled to rely upon this opinion without our written consent. Notwithstanding the foregoing, we hereby consent to the filing of this opinion as Exhibit 5.22 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Issuer and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Virginia law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
Finally, we do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.
Very truly yours,
/s/ Hancock, Daniel, Johnson & Nagle, P.C.

Exhibit 5.23
May 23, 2012
CHS/Community Health Systems, Inc.
4000 Meridian Boulevard
Franklin, Tennessee 37067
(615) 465-7000
Form S-3 Registration
CHS/Community Health Systems, Inc.
Ladies and Gentlemen:
We have acted as special counsel for Virginia Hospital Company, LLC, a Virginia limited liability company (the “Company”), in connection with the Company’s proposed guarantee (the “Guarantee”), along with the other guarantors (“Guarantors”) under the Indenture (as defined below), of debt securities of CHS/Community Health Systems, Inc., a Delaware corporation (the “Issuer”), which securities may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Notes”). The Notes are to be issued by the Issuer, and the Guarantee is to be made by the Company, pursuant to a Registration Statement on Form S-3ASR (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission on or about May 23, 2012. The Notes and the Guarantees will be issued pursuant to an indenture, a form of which is filed with the Registration Statement (the “Indenture”). This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
We have been requested by the Issuer to render this opinion. Capitalized terms used herein and not otherwise defined shall have the same meaning as in the Indenture.
For purposes of rendering this opinion, we have examined the following documents:
 
 	(i)	the Registration Statement;	
 
 	(ii)	the prospectus contained in the Registration Statement (the “Prospectus”);	
 
 	(iii)	the Indenture;	
 
 	(iv)	Resolutions of the Board of Directors of the Company dated May 11, 2012 and signed by the Secretary of the Company authorizing the transactions contemplated therein;	
 
 	(v)	Certificate of Existence of the Company dated May 16, 2012 issued by the State Corporation Commission of the Commonwealth of Virginia; and	

May 23, 2012
Page 2

 
 	(vi)	Articles of Organization and Limited Liability Company Agreement of the Company.	
The documents identified in items (i) through (iii) above may be referred to herein as the “Transaction Documents”, and the documents identified in items (iv) through (vi) above may be referred to herein as the “Company Documents.”
In addition, we have reviewed such corporate records of the Company together with such other instruments, certificates of public officials and corporate representatives, and other documents as we have deemed necessary or advisable as a basis for the opinion hereinafter expressed. We have also reviewed and relied upon such certificates of the Company as to factual matters, certificates of public officials and other instruments, documents and agreements as we have deemed necessary or appropriate to enable us to render the opinions set forth below.
We have also examined originals, or copies identified to our satisfaction, of such other documents, instruments, certificates and records as we have considered appropriate in order to render the opinions contained herein. Where we have considered it appropriate, as to certain facts we have relied, without investigation or analysis of any underlying data contained therein, upon certificates or other comparable documents of public officials or other appropriate representatives of the Company.
For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified, electronic or photostatic copies and the authenticity of the originals, and (iii) the due authorization, execution and delivery of all documents by all parties and the validity and binding effect thereof (other than the authorization, execution and delivery of all documents by the Company and the validity and binding effect thereof upon the Company), and (iv) the due, appropriate and timely filing of all financing statements and/or other instruments required for perfection of any security interests referenced in the Transaction Documents.
We express no opinion to the extent that any Transaction Documents may be impacted by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the rights of creditors generally; (ii) the exercise of judicial discretion or general principles of equity, whether considered in a proceeding at law or in equity, or public policy, including applicable securities law; (iii) restrictions on the assignment of benefits payable under any governmental health care program; (iv) standards relating to privacy and confidentiality of patient information; and/or (v) standards relating to fraud and forgery.
As to factual matters, we have relied upon all warranties and representations included in the Registration Statement, the Prospectus and the Indenture and contained within the Company Documents and certificates of officers of the Company. Whenever the phrase “to our knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved in the representation of the Company in this transaction without independent investigation.
Based solely on the Company Documents and such investigations as we have deemed appropriate, we are of the opinion that:
1. The Company has been duly organized and is validly existing and in good standing under the laws of the Commonwealth of Virginia, with the corporate power and authority to enter into the transactions contemplated by the Guarantee.

May 23, 2012
Page 3

 
2. The Company has the requisite corporate power and authority to execute and deliver and to perform its obligations under the Indenture.
3. The Company has taken all necessary corporate action to duly authorize the execution, delivery and performance of the Indenture.
The opinions set forth herein are subject to the following qualifications:
(A) In rendering the opinions set forth in paragraph 3 above, we have advised you only as to such knowledge as we have obtained from (a) the certificates of the Company; (b) the Company Documents; and (c) inquiries of officers and employees of the Company. Except to the extent otherwise expressly set forth above, for purposes of this opinion, we have not made an independent review of any agreements, instruments, writs, orders, judgments, rules or other regulations or decrees which may have been executed by or which may now be binding upon the Company, nor have we undertaken to review our internal files or any files of the Company, relating to transactions to which the Company may be a party, or to discuss their transactions or business with any other lawyers in our firm or with any other officers, partners or any employees of the Company.
(B) We do not purport to express an opinion on any laws other than the laws of Virginia and federal law. To the extent the laws of any other state or nation apply with respect to any of the transactions contemplated herein, we have assumed that the laws of such other state or nation are the same as the laws of the Commonwealth of Virginia in all applicable respects. We express no opinion concerning any matter respecting or affected by any laws other than laws that a lawyer in the Commonwealth of Virginia exercising customary professional diligence would reasonably recognize as being directly applicable to the Company and the Transaction Documents or any of them.
(C) Except as otherwise stated in this opinion, no one but the addressee hereof is entitled to rely upon this opinion without our written consent. Notwithstanding the foregoing, we hereby consent to the filing of this opinion as Exhibit 5.23 to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act. Kirkland & Ellis LLP, legal counsel to the Issuer and each of the Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed by Virginia law for purposes of its opinion being delivered and filed as Exhibit 5.1 to the Registration Statement.
Finally, we do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.
Very truly yours,
/s/ Hancock, Daniel, Johnson & Nagle, P.C.

EXHIBIT 12.1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for each of the periods shown on a consolidated basis. For purposes of determining the ratio of earnings to fixed charges, earnings are defined as earnings (loss) from continuing operations before income taxes, plus fixed charges. Fixed charges consist of interest expense on all indebtedness, amortization of debt discount, amortization of deferred financing costs and an interest factor attributable to operating leases.

 	  	Fiscal Years Ended December 31,	 	 	Three Months
Ended  March 31,
2012	 	
 	  	2007	 	 	2008	 	 	2009	 	 	2010	 	 	2011	 	 	 	 	
Earnings	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations before provision for income taxes	  	$	111,858	  	 	$	366,287	  	 	$	447,662	  	 	$	518,894	  	 	$	473,547	  	 	$	145,537	  	
Income from equity investees	  	 	(25,136	) 	 	 	(42,073	) 	 	 	(36,531	) 	 	 	(45,443	) 	 	 	(49,491	) 	 	 	(12,013	) 	
Distributed income from equity investees	  	 	19,902	  	 	 	32,897	  	 	 	33,705	  	 	 	33,882	  	 	 	39,995	  	 	 	2,941	  	
Interest and amortization of deferred finance costs	  	 	356,488	  	 	 	643,397	  	 	 	643,608	  	 	 	647,593	  	 	 	644,410	  	 	 	152,175	  	
Amortization of capitalized interest	  	 	881	  	 	 	1,468	  	 	 	2,021	  	 	 	2,421	  	 	 	2,882	  	 	 	3,285	  	
Implicit rental interest expense	  	 	36,696	  	 	 	55,440	  	 	 	59,384	  	 	 	62,116	  	 	 	63,695	  	 	 	16,806	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Earnings	  	$	500,689	  	 	$	1,057,416	  	 	$	1,149,849	  	 	$	1,219,463	  	 	$	1,175,038	  	 	$	308,731	  	
 	 	 	 	 	 	 	
Fixed Charges	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest and amortization of deferred finance costs	  	$	356,488	  	 	$	643,397	  	 	$	643,608	  	 	$	647,593	  	 	$	644,410	  	 	$	152,175	  	
Capitalized interest	  	 	19,009	  	 	 	22,087	  	 	 	16,649	  	 	 	11,316	  	 	 	20,998	  	 	 	7,199	  	
Implicit rental interest expense	  	 	36,696	  	 	 	55,440	  	 	 	59,384	  	 	 	62,116	  	 	 	63,695	  	 	 	16,806	  	
 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Fixed Charges	  	$	412,193	  	 	$	720,924	  	 	$	719,641	  	 	$	721,025	  	 	$	729,103	  	 	$	176,180	  	
Ratio of earnings to fixed charges	  	 	1.21	x 	 	 	1.47	x 	 	 	1.60	x 	 	 	1.69	x 	 	 	1.61	x 	 	 	1.75	X 	

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 22, 2012 (May 23, 2012, as to the adoption of Accounting Standards Updates (“ASU”) No. 2011-07,  Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Healthcare Entities  and ASU No. 2011-05,  Presentation of Comprehensive Income  as described in Note 1), relating to the consolidated financial statements of Community Health Systems, Inc. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the Company adopting ASU 2011-07 and ASU 2011-05), appearing in the current report on Form 8-K dated May 23, 2012. Additionally, we consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 22, 2012 relating to the Company’s consolidated financial statement schedule and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Community Health Systems, Inc. for the year ended December 31, 2011, and to the reference to us under the headings “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Nashville, Tennessee
May 23, 2012

Exhibit 25.1

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 
¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)	

REGIONS BANK
(Exact name of trustee as specified in its charter)

 
 	 	 	
An Alabama Banking Corporation	 	63-0371319	
(Jurisdiction of incorporation)	 	(I.R.S. Employer Identification No.)	

Regions Bank
Corporate Trust Department
1901 6th Avenue North, 28th Floor
Birmingham, Alabama 35203
(Address of principal executive offices)
Caroline Oakes
Senior Vice President & Trust Officer
Regions Bank, Corporate Trust Services
315 Deaderick Street, 4th Floor
Nashville, Tennessee 37238
(615) 770-4354
(Name, address and telephone number of agent for service)

CHS/Community Health Systems, Inc.
(Exact name of obligor as specified in its charter)

 
 	 	 	
Delaware	 	76-0137985	
(Jurisdiction of incorporation)	 	(I.R.S. Employer Identification No.)	
4000 Meridian Boulevard
Franklin, Tennessee 37067
(615) 465-7000
(Address of principal executive offices)

[    ]% Senior Notes due [    ]
(Title of the indenture securities)

 

Item 1.	General Information. Furnish the following information as to the trustee:	
 
 	(a)	Name and address of each examining or supervising authority to which it is subject.	
Federal Reserve Bank of Atlanta, 1000 Peachtree Street NE, Atlanta, Georgia 30309-4470
Alabama State Banking Department, P.O. Box 4600, Montgomery, Alabama 36103-4600
 
 	(b)	Whether it is authorized to exercise corporate trust powers.	
The trustee is authorized to exercise corporate trust powers.
 
Item 2.	Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.	
None.
No responses are included for Items 3-15 of this Form T-1 because to the best of the Trustee’s knowledge, the obligor is not in default as provided under Item 13.
 
Item 16.	List of Exhibits.	

 	 	
Exhibit 1(a).	 	Restated Articles of Incorporation of the Trustee (incorporated by reference to Exhibit 1 to Form T-1, Registration Number 22-21909).	
 	 	
Exhibit 1(b).	 	Articles of Amendment to Restated Articles of Incorporation of the Trustee (incorporated by reference to Exhibit 1(b) to Form T-1, filed as Exhibit 25-F to the Form 8-K Current Report of BellSouth Telecommunications, Inc. dated October 9, 1997).	
 	 	
Exhibit 1(c).	 	Articles of Amendment to Articles of Incorporation of the Trustee (incorporated by reference to Exhibit 1(c) to Form T-1, filed as Exhibit 25-E to the Form S-3/A of BellSouth Corporation, Registration Number 333-117772 filed on August 17, 2004).	
 	 	
Exhibit 1(d).	 	Articles of Restatement of Articles of Incorporation of the Trustee, attached as Exhibit 1(d).	
 	 	
Exhibit 2.	 	Not applicable.	
 	 	
Exhibit 3.	 	Authorization of the Trustee to exercise corporate trust powers (incorporated by reference to Exhibit 3 to Form T-1, Registration No. 22-21909).	
 	 	
Exhibit 4.	 	Bylaws of the Trustee, attached as Exhibit 4.	
 	 	
Exhibit 5.	 	Not applicable.	
 	 	
Exhibit 6.	 	The consent of the trustee required by Section 321(b) of the Act, attached as Exhibit 6.	
 	 	
Exhibit 7.	 	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.	
 	 	
Exhibit 8.	 	Not applicable.	
 	 	
Exhibit 9.	 	Not applicable.	

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Regions Bank, an Alabama banking corporation, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville and State of Tennessee on the 23rd day of May, 2012.

REGIONS BANK	
 	 	
By:	 	/s/ Caroline Oakes	
 	 	Name: Caroline Oakes
Title: Senior Vice President and Trust Officer	

Exhibit 1(d) to Form T-1

This instrument prepared by:
Carl L, Gorday
Regions Bank
1901 Sixth Avenue North, 18th Floor
Birmingham, AL 35203	  	 	  	 	

 	  	ARTICLES OF RESTATEMENT OF
 
ARTICLES OF INCORPORATION
 
OF
 
REGIONS BANK	  	 	
REGIONS BANK, a corporation organized and existing under the Laws of the State of Alabama, hereby certifies as follows:
 
 	1.	The name of the corporation is Regions Bank.	
 
 	2.	This restatement of the Articles of Incorporation restates and integrates the amendments to the Articles of Incorporation of this corporation as previously filed and further amends the Articles of Incorporation by amending Article 5 of the Articles of Incorporation as previously filed.	
 
 	3.	The text of the Restated Articles of Incorporation reads as herein set forth in full:	

 
 
Page 1 of 28

RESTATED ARTICLES OF INCORPORATION
OF
REGIONS BANK
1. The name of this corporation shall be Regions Bank.
2. The principal place of business shall be 1900 Fifth Avenue North, Birmingham, Alabama. The general business of Regions Bank (the “Bank”) shall be conducted at its main office and its branches and other facilities.
3. The Bank shall have the following objects, purposes and powers:
a. To sue and be sued, complain and defend, in its corporate name.
b. To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
c. To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.
d. To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets, subject to the limitations hereinafter prescribed.
e. To lend money and use its credit to assist its employees.
f. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or Indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof as may be permitted by law or appropriate regulations.
g. To make contracts, guarantees, and indemnity agreements and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage, pledge of, or creation of security interests in, all or any of its property, franchises, or income, or any interest therein, not inconsistent with the provisions of the Constitution of Alabama as the same may be amended from time to time.
 
Page 2 of 28

h. To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.
i. To conduct its business, carry on its operations and have offices and exercise the powers granted by this Article, within or without the State of Alabama.
j. To elect or appoint and remove officers and agents of the Bank, and define their duties and fix their compensation.
k. To make and alter by its board of directors bylaws not inconsistent with its articles of incorporation or with the laws of this state for the administration and regulation of the affairs of the Bank.
l. To make donations for the public welfare or for charitable, scientific, or educational purposes.
m. To transact any lawful business which the board of directors shall find will be in aid of governmental policy.
n. To pay pensions and establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers and employees.
o. To be a promoter, incorporator, partner, member, trustee, associate, or manager of any domestic or foreign corporation, partnership, joint venture, trust, or other enterprise.
p. To consolidate or merge, before or after the completion of its works or plants, in the manner herein provided, with any other foreign or domestic corporation or corporations engaged in the business of banking or trust companies doing a banking business subject to the limitations hereinafter prescribed.
q. To have and exercise all powers permitted by the laws of Alabama necessary or convenient to effect its purposes.
r. To discount bills, notes or other evidences of debt.
s. To receive and pay out deposits, with or without interest, pay checks, and impose charges for any services.
t. To receive on special deposit money, bullion or foreign coins or bonds or other securities.
 
Page 3 of 28

u. To buy and sell foreign and domestic exchanges, gold and silver bullion or foreign coins, bonds, bills of exchange, notes and other negotiable paper.
v. To lend money on personal security or upon pledges of bonds, stocks or other negotiable securities,
w. To take and receive security by mortgage, security or otherwise on property, real and personal.
x. To become trustee for any purpose and be appointed and act as executor, administrator, guardian, receiver, or fiduciary.
y. To lease real and personal property upon specific request of a customer, provided it complies with any applicable Alabama laws regulating leasing real property or improvements thereon to others.
z. To perform computer, management and travel agency services for others.
aa. To subscribe to the capital stock and become a member of the federal reserve system and comply with rules and regulations thereof.
bb. To do any business and exercise directly or through operating subsidiaries any powers incident to the business of banks.
4. The duration of the corporation shall be perpetual.
5. The Board of Directors is expressly authorized from time to time to fix the number of Directors which shall constitute the entire Board, subject to the following:
a. The number of Directors constituting the entire Board shall be fixed from time to time by vote of a majority of the entire Board, provided, however, that the number of Directors shall not be reduced so as to shorten the term of any Director at the time in office, and provided further, shall not be less than three nor more than twenty-five (25). Each Director shall be the record owner of the requisite number of shares of common stock of the Bank’s parent bank holding company fixed by the appropriate regulatory authorities,
b. Notwithstanding any other provisions of the Articles of Incorporation or the bylaws of the Bank (and notwithstanding the fact that some lesser percentage may be specified by law, these Restated Articles of Incorporation or the bylaws of the Bank), any Director or the entire Board of Directors of the Bank may be removed at any time, with or without cause by the affirmative vote of the holders of ninety percent (90%) or more of the outstanding shares of capital stock of the Bank entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.
 
Page 4 of 28

6. The aggregate number of shares of capital stock which the Bank shall have authority to issue is five hundred eighty thousand five hundred forty six (580,546), of which thirty thousand five hundred forty six (30,546) shares shall be common stock, par value five dollars ($5.00) per share (the “Common Stock”), and five hundred fifty thousand (550,000) shares shall be preferred stock, par value one thousand and no/100 dollars ($1,000.00) per share (the “Preferred Stock”). The Bank shall not issue fractional shares of stock, but shall pay in cash the fair value of fractions of a share as of the time when those otherwise entitled to receive such fractions are determined.
a. Shareholders shall not have pre-emptive rights to purchase shares of any class of capital stock of the Bank. The Bank, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.
b. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock, for such consideration and on such terms as it may determine, as Preferred Stock of one or more series and in connection with the creation of any such series to fix by the resolution or resolutions providing for the issue of shares thereof the designation, powers and relative participating, optional, or other special rights of such series, and the qualifications, limitations, or restrictions thereof. Such authority of the Board of Directors with respect to each such series shall include, but not be limited to, the determination of the following:
(1) the distinctive designation of, and the number of shares comprising, such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;
(2) the dividend rate or amount for such series, the conditions and dates upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes or any other series of any class or classes of stock, and whether such dividends shall be cumulative, and if so, from which date or dates for such series;
(3) whether or not the shares of such series shall be subject to redemption by the Bank and the times, prices, and other terms and conditions of such redemption;
(4) whether or not the shares of such series shall be subject to the operation of a sinking fund or purchase fund to be applied to the redemption or purchase of such shares and if such a fund be established, the amount thereof and the terms and provisions relative to the application thereof;
 
Page 5 of 28

(5) whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes, or of any other series of any class or classes, of stock of the Bank or any other Person and if provision be made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;
(6) whether or not the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if they are to have such additional voting rights, the extent thereof;
(7) the rights of the shares of such series in the event of any liquidation, dissolution, or winding up of the Bank or upon any distribution of its assets; and
(8) any other powers, preferences, and relative, participating, optional, or other special rights of the shares of such series, and the qualifications, limitations, or restrictions thereof, to the full extent now or hereafter permitted by law and not inconsistent with the provisions hereof.
c. Authority is hereby expressly granted to the Board of Directors from time to time to issue any authorized but unissued shares of Common Stock for such consideration and on such terms as it may determine. Every share of Common Stock of the Bank shall have one vote at any meeting of the shareholders and may be voted by the shareholders of record either in person or by proxy.
d. All shares of any one series of Preferred Stock shall be identical in all respects except as to the dates from which dividends thereon may be cumulative. All series of the Preferred Stock shall rank equally and be identical in all respects except as otherwise provided in the resolution or resolutions providing for the issue of any series of Preferred Stock.
e. Whenever dividends upon the Preferred Stock at the time outstanding, to the extent of the preference to which such stock is entitled, shall have been paid in full or declared and set apart for payment for all past dividend periods, and after the provisions for any sinking or purchase fund or funds for any series of Preferred Stock shall have been complied with, the Board of Directors, subject to the terms of any series of Preferred Stock, may declare and pay dividends on the Common Stock, payable in cash, stock or otherwise; and the holders of shares of Preferred Stock shall not be entitled to share therein, subject to the terms of any series of Preferred Stock.
 
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f. In the event of any liquidation, dissolution, or winding up of the Bank or upon the distribution of the assets of the Bank remaining, after the payment to the holders of the Preferred Stock of the full preferential amounts to which they shall be entitled as provided in the resolution or resolutions creating any series thereof, the remaining assets of the Bank shall be divided and distributed among the holders of the Common Stock ratably, except as may otherwise be provided in any such resolution or resolutions. Neither the merger or consolidation of the Bank with another corporation nor the sale or lease of all or substantially all of the assets of the Bank shall be deemed to be a liquidation, dissolution, or winding up of the Bank or a distribution of its assets.
g. Except as otherwise required by law or provided by the terms of any series of Preferred Stock, the holders of Common Stock shall have the exclusive power to vote and shall have one vote in respect of each share of such stock held by them; and the holders of Preferred Stock shall have no voting power whatsoever. Except as otherwise provided in the terms of any series of Preferred Stock, the number of authorized shares of the Preferred Stock may be increased or decreased by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Bank entitled to vote.
h. Pursuant to the provisions of this Article 6, a series of Series 1999-A Cumulative Preferred Stock, consisting of fifty thousand (50,000) shares, is hereby established and authorized to be issued, and in addition to such matters specified elsewhere in this Article 6, such Series 1999-A Cumulative Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions:
(1) Designation and Amount. The fifty thousand (50,000) shares of Preferred Stock shall be designated as Series 1999-A Cumulative Preferred Stock (“Series 1999-A Preferred Stock”), and the number of shares constituting the Series 1999-A Preferred Stock shall be fifty thousand (50,000). The liquidation preference of the Series 1999-A Preferred Stock shall be $1,000 per share (“Series 1999-A Liquidation Value”).
(2) Rank. The Series 1999-A Preferred Stock shall, with respect to dividend rights and upon liquidation, winding up and dissolution, rank (i) senior to the Common Stock and to all classes and series of stock of the Bank now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series 1999-A Preferred Stock, or which do not specify their rank (collectively with the Common Stock, the “Series 1999-A Junior Securities”); (ii) on a parity with the Series 1999-B Preferred Stock and each other class of capital stock or series of preferred stock issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank on a parity with the Series 1999-A
 
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Preferred Stock as to dividend distributions and distributions upon the liquidation, winding up and dissolution of the Bank (collectively referred to as “Series 1999-A Parity Securities”); and (iii) junior to each other class of capital stock or other series of Series 1999-A Preferred Stock issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank senior to the Series 1999-A Preferred Stock as to dividend distributions and distributions upon the liquidation, winding up and dissolution of the Bank (collectively referred to as “Series 1999-A Senior Securities”),  provided  that any such Series 1999-A Senior Securities that were not approved by the holders of Series 1999-A Preferred Stock in accordance with Article 6(h)(8)(A) hereof shall be deemed to be Series 1999-A Junior Securities and not Series 1999-A Senior Securities.
(3) Dividends. Dividends are payable on the Series 1999-A Preferred Stock as follows:
(A) The holders of shares of the Series 1999-A Preferred Stock in preference to the Series 1999-A Junior Securities shall be entitled to receive, out of funds legally available for that purpose, and when, as, and if declared by the Board of Directors of the Bank, dividends payable in cash at the annual rate of eight and 80/100 percent (8.80%) of the Series 1999-A Liquidation Value.
(B) Such dividends shall be cumulative and shall accumulate from the Issue Date whether or not earned or declared and be payable in arrears in cash in equal quarterly payments on each Dividend Payment Date of each year to holders of record at the close of business on the applicable Record Date for dividends declared by the Board of Directors in preference to dividends on any Series 1999-A Junior Securities, commencing on January 31, 2000 with respect to Series 1999-A Preferred Stock issued prior to that Dividend Payment Date;  provided  that dividends payable on the Series 1999-A Preferred Stock for the first quarterly Dividend Period following the Issue Date (and any dividend payable for a period less than a full quarterly period) shall be prorated for the period and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Dividend Period. Dividends on such Series 1999-A Preferred Stock shall be paid only in cash. All dividends paid with respect to shares of Series 1999-A Preferred Stock pursuant to this paragraph h(3)(B) shall be paid  pro rota  to the holders entitled thereto.
(C) Accumulated but unpaid dividends for any past Dividend Period may be declared by the Board of Directors and
 
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paid on any date fixed by the Board of Directors, whether or not a regular Dividend Payment Date, to holders of record on the books of the Bank on the 15th day of the month in which a dividend is declared. Holders of shares of Series 1999-A Preferred Stock shall not be entitled to any dividends in excess of full cumulative dividends, as herein provided, on the shares of Series 1999-A Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series 1999-A Preferred Stock that may be in arrears.
(D) (i) So long as any shares of Series 1999-A Preferred Stock are outstanding, no dividends (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock or Series 1999-A Junior Securities and other than as provided in clause (ii) below) shall be declared, paid or set aside for payment or other distribution upon the Common Stock, any Series 1999-A Junior Securities, the Series 1999-B Preferred Stock or any other Series 1999-A Parity Securities, nor shall any shares of the Common Stock, any other Series 1999-A Junior Securities, the Series 1999-B Preferred Stock or any other Series 1999-A Parity Securities be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the Bank (except by conversion into or exchange for shares of, or options, warrants or rights to subscribe for or purchase, Common Stock or other Series 1999-A Junior Securities) unless, in each case, the full cumulative dividends on all outstanding shares of the Series 1999-A Preferred Stock shall have been declared and paid, when due, for all Dividend Periods terminating on or prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition.
(ii) When dividends are not paid in full, as provided in clause (i) above, upon the shares of the Series 1999-A Preferred Stock, the Series 1999-B Preferred Stock or any Series 1999-A Parity Securities, dividends may be declared and paid upon any such shares, but only if such dividends are declared and paid  pro rata  so that the amount of dividends declared and paid per share on the Series 1999-A Preferred Stock, the Series 1999-B Preferred Stock and any other Series 1999-A Parity Securities, in all cases shall bear to each other the same ratio that the amount of accumulated but unpaid dividends per share on the shares of the Series 1999-A Preferred Stock, the Series 1999-B Preferred Stock and such other Series 1999-A Parity Securities bear to each other.
 
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(iii) Any dividend payment made on shares of Series 1999-A Preferred Stock shall be credited first against the dividends accumulated with respect to the earliest Dividend Period for such Series 1999-A Preferred Stock for which dividends have not been paid.
(4) Liquidation Preference.
(A) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank which occurs before April 30, 2020, the holders of shares of Series 1999-A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Bank available for distribution to its stockholders an amount in cash equal to the Series 1999-A Liquidation Value for each share outstanding, plus an amount in cash equal to all accumulated but unpaid dividends thereon, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series 1999-A Junior Securities. If the assets of the Bank are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series 1999-A Preferred Stock and any Series 1999-A Parity Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series 1999-A Preferred Stock and the holders of outstanding shares of such Series 1999-A Parity Securities are entitled were paid in full.
(B) For the purpose of this paragraph h(4), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Bank, nor the consolidation or merger of the Bank with any one or more other corporations, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Bank, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Bank.
(5) Redemption. The Series 1999-A Preferred Stock is not redeemable prior to April 30, 2020. On April 30, 2020 (the “Series 1999- A Redemption Date”), the Series 1999-A Preferred Stock shall be redeemed by the Bank in whole for cash out of any source of funds legally available at a redemption price equal to 100% of the Series 1999- A Liquidation Value per share plus all accumulated and unpaid dividends thereon (the “Series 1999-A Redemption Price”). The Series 1999-A Preferred Stock is not subject to any sinking fund.
 
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(6) Procedure for Redemption.
(A) Upon redemption of the Series 1999-A Preferred Stock pursuant to Article 6(h)(5) hereof, notice of such redemption (a “Series 1999-A Notice of Redemption”) shall be mailed by first-class mail, postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior to the Series 1999-A Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Bank;  provided, however,  that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the Bank has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (i) the Series 1999-A Redemption Date; (ii) the Series 1999-A Redemption Price; (iii) the place or places where certificates for such shares are to be surrendered for payment of the Series 1999-A Redemption Price; (iv) that dividends on the shares to be redeemed will cease to accumulate on such Series 1999-A Redemption Date unless the Bank shall default in payment of the Series 1999-A Redemption Price; and (v) the CUSIP number of the shares being redeemed.
(B) If a Series 1999-A Notice of Redemption shall have been given as aforesaid and the Bank shall have deposited on or before the Redemption Date a sum sufficient to redeem the shares of Series 1999-A Preferred Stock as to which a Series 1999- A Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series 1999-A Redemption Price to the holders thereof, or if no such deposit is made, then upon the Series 1999-A Redemption Date (unless the Bank shall default in making payment of the Series 1999-A Redemption Price), all rights of the holders thereof as stockholders of the Bank by reason of the ownership of such shares (except their right to receive the Series 1999-A Redemption Price thereof without interest) shall cease and terminate and (except their right to receive the Series 1999-A Redemption Price thereof, but without Interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The Bank shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with It, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series 1999-A Preferred Stock so called for redemption shall not claim the Series 1999-A Redemption Price
 
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for its shares within three (3) months after the date of redemption, the Transfer Agent shall, upon demand, pay over to the Bank such amount remaining on deposit, and the Transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the Bank for payment thereof.
(C) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series 1999-A Redemption Date, the Bank shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series 1999-A Redemption Price for the shares to be redeemed on the Series 1999-A Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and so specified in the instructions, the income and proceeds therefrom, to the payment of such Series 1999-A Redemption Price. The Bank may direct the Transfer Agent to invest any such available funds, provided that the proceeds of any such Investment will be available to the Transfer Agent in the City of New York at the opening of business on such Series 1999-A Redemption Date.
(D) Except as otherwise expressly set forth in this paragraph h(6), nothing contained in these Restated Articles of Incorporation shall limit any legal right of the Bank to purchase or otherwise acquire any shares of Series 1999-A Preferred Stock at any price, whether higher or lower than the Series 1999-A Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise;  provided  that the Bank may not purchase or otherwise acquire shares of Series 1999-A Preferred Stock unless all accumulated and unpaid dividends on all outstanding shares of the Series 1999-A Preferred Stock for all Dividend Period(s) terminating on or before the date of such purchase or acquisition shall have been or are being contemporaneously paid or set apart for payment.
(E) If the Bank shall not have funds legally available for the redemption of all of the shares of Series 1999-A Preferred Stock on the Series 1999-A Redemption Date, the Bank shall redeem on the Series 1999-A Redemption Date only the number of shares of Series 1999-A Preferred Stock as it shall have legally available funds to redeem, as determined in an equitable manner, and the remainder of the shares of Series 1999-A Preferred Stock shall be redeemed, at the option of the Bank, on the earliest practicable date next following the day on which the Bank shall first have funds legally available for the redemption of such shares.
 
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(F) Prior to calling the Series 1999-A Preferred Stock for redemption in accordance with this paragraph h(6), the Bank, by resolution of its Board of Directors, shall, to the extent of the redemption amount, to the extent of any such funds legally available therefor and to the extent permitted by law, declare a dividend on the Series 1999-A Preferred Stock payable on or prior to the Series 1999-A Redemption Date in an amount equal to any accumulated and unpaid dividends on the Series 1999-A Preferred Stock as of such date.
(7) Reacquired Shares. Shares of the Series 1999-A Preferred Stock that have been redeemed, purchased or otherwise acquired by the Bank are not subject to reissuance or resale as shares of Series 1999-A Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the Bank shall designate them again for issuance as part of a series.
(8) Voting Rights. The holders of the Series 1999-A Preferred Stock shall have no voting rights, except as expressly provided for by the terms of this paragraph h(8):
(A) In addition to any vote or consent of stockholders required by law, except as permitted in Articles 6(h)(9)(A) and 6(h)(9)(B), the approval of the holders of two-thirds of the outstanding shares of Series 1999-A Preferred Stock, voting as a class, shall be required for the Bank: (i) to amend, alter or repeal any of the provisions of these Restated Articles of Incorporation in any manner that would alter or change the powers, preferences or special rights of the shares of Series 1999-A Preferred Stock so as to materially and adversely affect them; (ii) to authorize the merger, consolidation, or reclassification of the Bank with or into another Person other than subsidiaries wholly owned, directly or indirectly, by the Corporation; (iii) to dissolve, liquidate or wind up the affairs of the Bank; or (iv) to authorize or issue, or obligate itself to authorize or issue, any Series 1999-A Senior Securities.
(B) If at any time dividends on the Series 1999-A Preferred Stock or any other Series 1999-A Parity Securities shall be in arrears in an amount equal to six (6) quarterly dividends, the number of directors constituting the Board of Directors of the Bank shall be Increased by two (2) and the holders of the Series 1999-A Preferred Stock and any other Series 1999-A Parity Securities with similar voting rights, voting together as a single
 
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class, shall be entitled to elect two (2) additional persons to fill such newly created directorships. At such time as all dividends accumulated on the outstanding Series 1999-A Preferred Stock and any other Series 1999-A Parity Securities with similar voting rights have been fully paid, the rights of such holders to vote as provided in this paragraph h(8)(B) shall cease, subject to renewal from time to time upon the same terms and conditions.
During any period when the holders of the Series 1999-A Preferred Stock and any other Series 1999-A Parity Securities have the right to vote as a class for directors as provided above, the directors so elected by the holders of the Series 1999-A Preferred Stock and any other Series 1999-A Parity Securities with similar voting rights shall continue in office until their successors shall have been elected or until termination of the right of the holders of the Series 1999-A Preferred Stock and any other Series 1999-A Parity Securities to vote as a class for directors. For purposes of the foregoing, the holders of the Series 1999-A Preferred Stock and any other Series 1999-A Parity Securities shall vote in proportion to their respective liquidation preference of the shares of such stock held by them.
(C) With respect to any right of the holders of shares Series 1999-A Preferred Stock to vote on any matter, whether such right is created by this paragraph h(8)(C), by applicable law or otherwise, no holder of any share of Series 1999-A Preferred Stock shall be entitled to vote, and no share of Series 1999-A Preferred Stock shall be deemed to be outstanding for the purpose of voting or determining the number of shares required to constitute a quorum, if prior to or concurrently with a determination of shares entitled to vote or of shares deemed outstanding for quorum purposes, as the case may be, funds sufficient for the redemption of such shares are irrevocably deposited with the Transfer Agent and a Series 1999-A Notice of Redemption has been given by the Bank or an affiliate thereof to the holders of the Series 1999-A Preferred Stock.
(9) Covenants. So long as any shares of Series 1999-A Preferred Stock are outstanding, the Bank covenants and agrees with and for the benefit of the holders of shares of Series 1999-A Preferred Stock that the Bank shall not, without the affirmative vote or consent of holders of two-thirds of the number of shares of Series 1999-A Preferred Stock then outstanding, voting as a separate class at a meeting duly called and held:
(A) amend, alter or repeal any provisions of these Restated Articles of Incorporation (existing prior to and at the
 
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time of such vote) so as to materially and adversely affect the rights, preferences, privileges or restrictions of the holders of Series 1999-A Preferred Stock, except that this subsection (A) shall not apply to steps taken by the Bank to issue and the issuance of other preferred stock by the Bank; or
(B) consolidate, merge, or reclassify with or into any other Person, or permit any merger of another Person into the Bank, or enter into a voluntary liquidation or voluntary dissolution of the Bank or enter into a share exchange with another Person, except that the Bank may consolidate, merge, or reclassify with or into another Person or enter a share exchange with another Person if such other Person is a corporation organized under the laws of a state of the United States, such other Person expressly assumes all obligations and commitments of the Bank pursuant to such consolidation, merger, reclassification or share exchange, the outstanding shares of Series 1999-A Preferred Stock are exchanged for, reclassified as or converted into shares of the surviving corporation which have preferences, limitations and relative voting and other rights substantially identical to those of the Series 1999-A Preferred Stock, after giving effect to such merger, consolidation, reclassification or share exchange, no default, or event which with the giving of notice or passage of time or both could become a default by the Bank of its obligations under these Restated Articles of Incorporation, shall have occurred and be continuing, and the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that such merger, consolidation, reclassification or share exchange will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series 1999-A Preferred Stock then outstanding;  provided  that the Bank shall have delivered  to  the Transfer Agent and caused to be mailed to each holder of record of Series 1999-A Preferred Stock, at least thirty (30) days prior to any such merger, consolidation, reclassification or share exchange becoming effective, a notice describing such merger, consolidation, reclassification or share exchange, together with an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, consolidation, reclassification or share exchange complies with the requirements of these Restated Articles of Incorporation and that all conditions precedent herein provided for relating to such transaction have been complied with.
i. Pursuant to the provisions of this Article 6, a series of Series 1999-B Cumulative Preferred Stock, consisting of five hundred thousand (500,000)
 
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shares, is hereby established and authorized to be issued, and in addition to such matters specified elsewhere in this Article 6, such Series 1999-B Cumulative Preferred Stock shall have the following powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions:
(1) Designation and Amount. The five hundred thousand (500,000) shares of Preferred Stock shall be designated as Series 1999-B Cumulative Preferred Stock (“Series 1999-B Preferred Stock”), and the number of shares constituting the Series 1999-B Preferred Stock shall be five hundred thousand (500,000). The liquidation preference of the Series 1999-B Preferred Stock shall be $1,000 per share (“Series 1999-B Liquidation Value”).
(2) Rank. The Series 1999-B Preferred Stock shall, with respect to dividend rights and upon liquidation, winding up and dissolution, rank (i) senior to the Common Stock and to all classes and series of stock of the Bank now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series 1999-B Preferred Stock, or which do not specify their rank (collectively with the Common Stock, the “Series 1999-B Junior Securities”); (ii) on a parity with the Series 1999-A Preferred Stock and each other class of capital stock or series of preferred stock issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank on a parity with the Series 1999-B Preferred Stock as to dividend distributions and distributions upon the liquidation, winding up and dissolution of the Bank (collectively referred to as “Series 1999-B Parity Securities”); and (Hi) junior to each other class of capital stock or other series of Series 1999-B Preferred Stock issued by the Bank after the date hereof, the terms of which specifically provide that such class or series will rank senior to the Series 1999-B Preferred Stock as to dividend distributions and distributions upon the liquidation, winding up and dissolution of the Bank (collectively referred to as “Series 1999-B Senior Securities”),  provided  that any such Series 1999-B Senior Securities that were not approved by the holders of Series 1999-B Preferred Stock in accordance with Article 6(i)(8)(A) hereof shall be deemed to be Series 1999-B Junior Securities and not Series 1999-B Senior Securities.
(3) Dividends. Dividends are payable on the Series 1999-B Preferred Stock as follows:
(A) The holders of shares of the Series 1999-B Preferred Stock in preference to the Series 1999-B Junior Securities shall be entitled to receive, out of funds legally available for that purpose, and when, as, and if declared by the Board of Directors of the Bank, dividends payable in cash at the annual rate of eight and 44/100 percent (8.4455) of the Series 1999-B Liquidation Value.
 
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(B) Such dividends shall be cumulative and shall accumulate from the Issue Date whether or not earned or declared and be payable in arrears in cash in equal quarterly payments on each Dividend Payment Date of each year to holders of record at the close of business on the applicable Record Date for dividends declared by the Board of Directors in preference to dividends on any Series 1999-8 Junior Securities, commencing on January 31, 2000 with respect to Series 1999-B Preferred Stock issued prior to that Dividend Payment Date;  provided  that dividends payable on the Series 1999-B Preferred Stock for the first quarterly Dividend Period following the Issue Date (and any dividend payable for a period less than a full quarterly period) shall be prorated for the period and computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Dividend Period. Dividends on such Series 1999-B Preferred Stock shall be paid only in cash. All dividends paid with respect to shares of Series 1999-B Preferred Stock pursuant to this paragraph i(3)(B) shall be paid  pro rota  to the holders entitled thereto.
(C) Accumulated but unpaid dividends for any past Dividend Period may be declared by the Board of Directors and paid on any date fixed by the Board of Directors, whether or not a Dividend Payment Date, to holders of record on the books of the Bank on the 15th day of the month in which a dividend is declared. Holders of shares of Series 1999-B Preferred Stock shall not be entitled to any dividends in excess of full cumulative dividends, as herein provided, on the shares of Series 1999-B Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Series 1999-B Preferred Stock that may be in arrears.
(D)(i) So long as any shares of Series 1999-B Preferred Stock are outstanding, no dividends (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock or Series 1999- B Junior Securities and other than as provided in clause (ii) below) shall be declared, paid or set aside for payment or other distribution upon the Common Stock, any Series 1999-B Junior Securities, the Series 1999-A Preferred Stock or any other Series 1999-B Parity Securities, nor shall any shares of the Common Stock, any other Series 1999-B Junior Securities, the Series 1999-A Preferred Stock or any other Series 1999-B Parity Securities be
 
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redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or set aside or made available for a sinking fund for the redemption of any shares of any such stock) by the Bank (except by conversion into or exchange for shares of, or options, warrants or rights to subscribe for or purchase, Common Stock or other Series 1999-B Junior Securities) unless, in each case, the full cumulative dividends on all outstanding shares of the Series 1999-B Preferred Stock shall have been declared and paid, when due, for all Dividend Periods terminating on or prior to the date of payment in respect of such dividend, distribution, redemption, purchase or acquisition.
(ii) When dividends are not paid in full, as provided in clause (i) above, upon the shares of the Series 1999-B Preferred Stock, the Series 1999-A Preferred Stock or any Series 1999-B Parity Securities, dividends may be declared and paid upon any such shares, but only if such dividends are declared and paid  pro rota  so that the amount of dividends declared and paid per share on the Series 1999-B Preferred Stock, the Series 1999-A Preferred Stock and any other Series 1999-B Parity Securities, in all cases shall bear to each other the same ratio that the amount of accumulated but unpaid dividends per share on the shares of the Series 1999-B Preferred Stock, the Series 1999-A Preferred Stock and such other Series 1999-B Parity Securities bear to each other.
(iii) Any dividend payment made on shares of Series 1999-B Preferred Stock shall be credited first against the dividends accumulated with respect to the earliest Dividend Period for such Series 1999-B Preferred Stock for which dividends have not been paid.
(4) Liquidation Preference.
(A) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank which occurs before April 30, 2010, the holders of shares of Series 1999-B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Bank available for distribution to its stockholders an amount in cash equal to the Series 1999-B Liquidation Value for each share outstanding, plus an amount in cash equal to all accumulated but unpaid dividends thereon, whether or not earned or declared, before any payment shall be made or any assets distributed to the holders of Series 1999-B Junior Securities. If the assets of the Bank are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Series 1999-B Preferred Stock and any Series 1999-B Parity Securities, then the holders of all such shares
 
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shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series 1999-B Preferred Stock and the holders of outstanding shares of such Series 1999-B Parity Securities are entitled were paid in full.
(B) For the purpose of this paragraph i(4), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Bank, nor the consolidation or merger of the Bank with any one or more other corporations, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Bank, unless such voluntary sale, conveyance, exchange or transfer shall be in connection with a plan of liquidation, dissolution or winding up of the Bank,
(5) Redemption. The Series 1999-B Preferred Stock is not redeemable prior to April 30, 2010. On April 30, 2010 (the “Series 1999-B Redemption Date”), the Series 1999-B Preferred Stock shall be redeemed by the Bank in whole for cash out of any source of funds legally available at a redemption price equal to 100% of the Series 1999-B Liquidation Value per share plus all accumulated and unpaid dividends thereon (the “Series 1999-8 Redemption Price”). The Series 1999-B Preferred Stock is not subject to any sinking fund.
(6) Procedure for Redemption.
(A) Upon redemption of the Series 1999-B Preferred Stock pursuant to Article 6(i)(5) hereof, notice of such redemption (a “Series 1999-B Notice of Redemption”) shall be mailed by first-class mail, postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior to the Series 1999-B Redemption Date to the holders of record of the shares to be redeemed at their respective addresses as they shall appear in the records of the Bank;  provided, however,  that failure to give such notice or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares so to be redeemed except as to the holder to whom the Bank has failed to give such notice or except as to the holder to whom notice was defective. Each such notice shall state: (i) the Series 1999-B Redemption Date; (ii) the Series 1999-B Redemption Price; (iii) the place or places where certificates for such shares are to be surrendered for payment of the Series 1999-B Redemption Price; (iv) that dividends on the shares to be redeemed will cease to accumulate on such Series 1999-B Redemption Date unless the Bank shall default in payment of the Series 1999-B Redemption Price; and (v) the CUSIP number of the shares being redeemed.
 
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(B) If a Series 1999-B Notice of Redemption shall have been given as aforesaid and the Bank shall have deposited on or before the Series 1999-B Redemption Date a sum sufficient to redeem the shares of Series 1999-B Preferred Stock as to which a Series 1999-B Notice of Redemption has been given in trust with the Transfer Agent with irrevocable instructions and authority to pay the Series 1999-B Redemption Price to the holders thereof, or if no such deposit is made, then upon the Series 1999-B Redemption Date (unless the Bank shall default in making payment of the Series 1999-B Redemption Price), all rights of the holders thereof as stockholders of the Bank by reason of the ownership of such shares (except their right to receive the Series 1999-B Redemption Price thereof without interest) shall cease and terminate and (except their right to receive the Series 1999-B Redemption Price thereof, but without interest) shall cease and terminate, and such shares shall no longer be deemed outstanding for any purpose. The Bank shall be entitled to receive, from time to time, from the Transfer Agent the interest, if any, earned on such moneys deposited with it, and the holders of any shares so redeemed shall have no claim to any such interest. In case the holder of any shares of Series 1999-B Preferred Stock so called for redemption shall not claim the Series 1999-B Redemption Price for its shares within three (3) months after the date of redemption, the Transfer Agent shall, upon demand, pay over to the Bank such amount remaining on deposit, and the Transfer Agent shall thereupon be relieved of all responsibility to the holder of such shares, and such holder shall look only to the Bank for payment thereof.
(C) Not later than 1:30 p.m., Eastern Standard Time, on the Business Day immediately preceding the Series 1999-B Redemption Date, the Bank shall irrevocably deposit with the Transfer Agent sufficient funds for the payment of the Series 1999-B Redemption Price for the shares to be redeemed on the Series 1999-B Redemption Date and shall give the Transfer Agent irrevocable instructions to apply such funds, and, if applicable and so specified in the instructions, the income and proceeds therefrom, to the payment of such Series 1999-B Redemption Price. The Bank may direct the Transfer Agent to invest any such available funds, provided that the proceeds of any such investment will be available to the Transfer Agent in the City of New York at the opening of business on such Series 1999-B Redemption Date.
(D) Except as otherwise expressly set forth in this paragraph i(6), nothing contained in these Restated Articles of
 
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Incorporation shall limit any legal right of the Bank to purchase or otherwise acquire any shares of Series 1999-B Preferred Stock at any price, whether higher or lower than the Series 1999-B Redemption Price, in private negotiated transactions, the over-the-counter market or otherwise;  provided  that the Bank may not purchase or otherwise acquire shares of Series 1999-B Preferred Stock unless all accumulated and unpaid dividends on all outstanding shares of the Series 1999-B Preferred Stock for all Dividend Period(s) terminating on or before the date of such purchase or acquisition shall have been or are being contemporaneously paid or set apart for payment.
(E) If the Bank shall not have funds legally available for the redemption of all of the shares of Series 1999-B Preferred Stock on the Series 1999-B Redemption Date, the Bank shall redeem on the Series 1999-B Redemption Date only the number of shares of Series 1999-B Preferred Stock as it shall have legally available funds to redeem, as determined in an equitable manner, and the remainder of the shares of Series 1999-B Preferred Stock shall be redeemed, at the option of the Bank, on the earliest practicable date next following the day on which the Bank shall first have funds legally available for the redemption of such shares.
(F) Prior to calling the Series 1999-B Preferred Stock for redemption in accordance with this paragraph i(6), the Bank, by resolution of its Board of Directors, shall, to the extent of the redemption amount, to the extent of any such funds legally available therefor and to the extent permitted by law, declare a dividend on the Series 1999-B Preferred Stock payable on or prior to the Series 1999-B Redemption Date in an amount equal to any accumulated and unpaid dividends on the Series 1999-B Preferred Stock as of such date.
(7) Reacquired Shares. Shares of the Series 1999-B Preferred Stock that have been redeemed, purchased or otherwise acquired by the Bank are not subject to reissuance or resale as shares of Series 1999-B Preferred Stock and shall be held in treasury. Such shares shall revert to the status of authorized but unissued shares of preferred stock, undesignated as to series, until the Board of Directors of the Bank shall designate them again for issuance as part of a series.
(8) Voting Rights. The holders of the Series 1999-B Preferred Stock shall have no voting rights, except as expressly provided for by the terms of this paragraph i(8):
 
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(A) In addition to any vote or consent of stockholders required by law, except as permitted in Articles 6(i)(9)(A) and 6(i)(9)(B), the approval of the holders of two-thirds of the outstanding shares of Series 1999-B Preferred Stock, voting as a class, shall be required for the Bank: (i) to amend, alter or repeal any of the provisions of these Restated Articles of Incorporation in any manner that would alter or change the powers, preferences or special rights of the shares of Series 1999-B Preferred Stock so as to materially and adversely affect them; (ii) to authorize the merger, consolidation, or reclassification of the Bank with or into another Person other than subsidiaries wholly owned, directly or indirectly, by the Corporation; (iii) to dissolve, liquidate or wind up the affairs of the Bank; or (iv) to authorize or issue, or obligate itself to authorize or issue, any Series 1999-B Senior Securities.
(B) If at any time dividends on the Series 1999-B Preferred Stock or any other Series 1999-B Parity Securities shall be in arrears in an amount equal to six (6) quarterly dividends, the number of directors constituting the Board of Directors of the Bank shall be increased by two (2) and the holders of the Series 1999-B Preferred Stock and any other Series 1999-B Parity Securities with similar voting rights, voting together as a single class, shall be entitled to elect two (2) additional persons to fill such newly created directorships. At such time as all dividends accumulated on the outstanding Series 1999-B Preferred Stock and any other Series 1999-B Parity Securities with similar voting rights have been fully paid, the rights of such holders to vote as provided in this paragraph i(8)(B) shall cease, subject to renewal from time to time upon the same terms and conditions.
During any period when the holders of the Series 1999-B Preferred Stock and any other Series 1999-B Parity Securities have the right to vote as a class for directors as provided above, the directors so elected by the holders of the Series 1999-B Preferred Stock and any other Series 1999-B Parity Securities with similar voting rights shall continue in office until their successors shall have been elected or until termination of the right of the holders of the Series 1999-B Preferred Stock and any other Series 1999-B Parity Securities to vote as a class for directors. For purposes of the foregoing, the holders of the Series 1999-B Preferred Stock and any other Series 1999-B Parity Securities shall vote in proportion to their respective liquidation preference of the shares of such stock held by them.
(C) With respect to any right of the holders of shares Series 1999-B Preferred Stock to vote on any matter, whether
 
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such right is created by this paragraph 1(8)(C), by applicable law or otherwise, no holder of any share of Series 1999-B Preferred Stock shall be entitled to vote, and no share of Series 1999-B Preferred Stock shall be deemed to be outstanding for the purpose of voting or determining the number of shares required to constitute a quorum, if prior to or concurrently with a determination of shares entitled to vote or of shares deemed outstanding for quorum purposes, as the case may be, funds sufficient for the redemption of such shares are irrevocably deposited with the Transfer Agent and a Series 1999-B Notice of Redemption has been given by the Bank or an affiliate thereof to the holders of the Series 1999-B Preferred Stock.
(9) Covenants. So long as any shares of Series 1999-B Preferred Stock are outstanding, the Bank covenants and agrees with and for the benefit of the holders of shares of Series 1999-B Preferred Stock that the Bank shall not, without the affirmative vote or consent of holders of two-thirds of the number of shares of Series 1999-B Preferred Stock then outstanding, voting as a separate class at a meeting duly called and held:
(A) amend, alter or repeal any provisions of these Restated Articles of Incorporation (existing prior to and at the time of such vote) so as to materially and adversely affect the rights, preferences, privileges or restrictions of the holders of Series 1999-B Preferred Stock, except that this subsection (A) shall not apply to steps taken by the Bank to issue and the Issuance of other preferred stock by the Bank; or
(B) consolidate, merge, or reclassify with or into any other Person, or permit any merger of another Person into the Bank, or enter into a voluntary liquidation or voluntary dissolution of the Bank or enter into a share exchange with another Person, except that the Bank may consolidate, merge, or reclassify with or into another Person or enter a share exchange with another Person if such other Person is a corporation organized under the laws of a state of the United States, such other Person expressly assumes all obligations and commitments of the Bank pursuant to such consolidation, merger, reclassification or share exchange, the outstanding shares of Series 1999-B Preferred Stock are exchanged for, reclassified as or converted into shares of the surviving corporation which have preferences, limitations and relative voting and other rights substantially identical to those of the Series 1999-B Preferred Stock, after giving effect to such merger, consolidation, reclassification or share exchange, no default, or event which with the giving of notice or passage of
 
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time or both could become a default by the Bank of its obligations under these Restated Articles of Incorporation, shall have occurred and be continuing, and the Bank shall have received written notice from each of the Rating Agencies, and delivered a copy of such written notice to the Transfer Agent, confirming that such merger, consolidation, reclassification or share exchange will not result in a reduction of the rating assigned by any of such Rating Agencies to the Series 1999-B Preferred Stock then outstanding;  provided  that the Bank shall have delivered to the Transfer Agent and caused to be mailed to each holder of record of Series 1999-B Preferred Stock, at least thirty (30) days prior to any such merger, consolidation, reclassification or share exchange becoming effective, a notice describing such merger, consolidation, reclassification or share exchange, together with an Officers' Certificate and an Opinion of Counsel, each stating that such merger, consolidation, reclassification or share exchange complies with the requirements of these Restated Articles of Incorporation and that all conditions precedent herein provided for relating to such transaction have been complied with.
j. Definitions. For the purpose of these Restated Articles of Incorporation, the following terms shall have the meanings indicated:
"Bank" means Regions Bank, an Alabama bank.
"Business Day" means a day on which the New York Stock Exchange is open for trading and which is not a day on which banking institutions in the City of New York, New York are authorized or required by law or executive order to close.
"Corporation" means Regions Financial Corporation, a Delaware corporation, or any successor corporation resulting from the merger or consolidation of Regions Financial Corporation with another corporation.
"Dividend Payment Date" means each January 31, April 30, July 31 and October 31 of each year.
"Dividend Period" is the period from a Dividend Payment Date to, but excluding, the next succeeding Dividend Payment Date.
"Issue Date" means the first date on which shares of Series 1999-A Preferred Stock and Series 1999-B Preferred Stock are issued.
"Moody's" means Moody's Investors Service, inc., or its successor, so long as such agency (or successor) is in the business of rating securities of the type of the Series 1999-A Preferred Stock or the Series 1999-B Preferred Stock.
 
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“Officer’s Certificate” means a certificate signed by the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Bank.
“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Bank.
“Person” means any individual, firm, corporation or other entity and shall include any successor (by merger or otherwise) of such entity.
“Rating Agencies” means Moody's (and any successor thereto), Standard & Poor’s (and any successor thereto) and any other nationally recognized statistical rating organizations assigning, at the Bank’s request, ratings to the shares of Series 1999-A Preferred Stock or Series 1999-B Preferred Stock.
“Record Date” means the 15th day of the month in which the applicable Dividend Payment Date falls for dividends declared by the Board of Directors.
“Series 1999-A Junior Securities” has the meaning set forth in Article 6(h)(2) hereof.
“Series 1999-A Liquidation Value” has the meaning set forth in Article 6(h)(1) hereof.
“Series 1999-A Notice of Redemption” has the meaning set forth in Article 6(h)(6) hereof.
“Series 1999-A Parity Securities” has the meaning set forth in Article 6(h)(2) hereof.
“Series 1999-A Preferred Stock” has the meaning set forth in Article 6(h)(1) hereof.
“Series 1999-A Redemption Date” has the meaning set forth in Article 6(h)(5) hereof.
“Series 1999-A Redemption Price” has the meaning set forth in Article 6(h)(5) hereof.
“Series 1999-A Senior Securities” has the meaning set forth in Article 6(h)(2) hereof.
“Series 1999-B Junior Securities” has the meaning set forth in Article 6(i)(2) hereof.
“Series 1999-B Liquidation Value” has the meaning set forth in Article 6(i)(1) hereof.
 
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“Series 1999-B Notice of Redemption” has the meaning set forth in Article 6(i)(6) hereof.
“Series 1999-8 Parity Securities” has the meaning set forth in Article 6(i)(2) hereof.
“Series 1999-B Preferred Stock” has the meaning set forth in Article 6(i)(1) hereof.
“Series 1999-B Redemption Date” has the meaning set forth in Article 6(i)(5) hereof.
“Series 1999-B Redemption Price” has the meaning set forth in Article 6(i)(5) hereof.
“Series 1999-B Senior Securities” has the meaning set forth in Article 6(i)(2) hereof.
“Standard & Poor’s” means Standard & Poor’s Ratings Group, a division of the McGraw Hill Companies, Inc. or its successor, so long as such agency (or successor) is in the business of rating securities of the type of the Series 1999-A Preferred Stock or the Series 1999-B Preferred Stock.
“Substitute Rating Agency” means a nationally recognized statistical rating organization (as that term is used in the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended) selected by the Bank and designated as such in a certificate executed on behalf of the Bank and filed with the corporate records of the Bank.
“Transfer Agent” means a bank or trust company as may be appointed from time to time by the Board of Directors of the Bank, or a committee thereof, to act as transfer agent, paying agent and registrar of the Series 1999-A Preferred Stock and the Series 1999-B Preferred Stock.
7. The Chief Executive Officer, Secretary, Board of Directors, or holder(s) of at least 90% of the issued and outstanding voting stock of the Bank may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of Alabama, notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as shown upon the stock transfer book of this Bank.
8. The Bank reserves the right to amend, alter, change or repeal any provision contained in these Restated Articles of Incorporation, in the manner now or hereafter provided by law, at any regular or special meeting of the shareholders, and all rights conferred upon officers, directors and shareholders of the Bank hereby are granted subject to this reservation.
 
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9. The Bank shall indemnify its officers, directors, employees, and agents to the fullest extent permitted by the Constitution and laws of the State of Alabama.
 
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4. This Restatement of the Articles of Incorporation was duly adopted by vote of the directors of the corporation pursuant to Section 10-2B-10.03 of the Alabama Business Corporation Act and was approved by the sole shareholder in accordance with Section 10-2B-10.03, by unanimous consent of the holder of 21,546 shares of common stock, constituting all of the shares of common stock of the corporation outstanding, indisputably represented, and entitled to vote on the amendment. The date of adoption of the restated Articles of Incorporation was July 19, 2007.
IN WITNESS WHEREOF, said Regions Bank has caused this Certificate to be signed by John D. Buchanan, its Executive Vice President, General Counsel and Corporate Secretary, this 19 th  day of July, 2007.

REGIONS BANK	
 	 	
By:	 	/s/ John D. Buchanan	
 	 	John D. Buchanan, Executive Vice President, General Counsel and Corporate Secretary	
STATE OF ALABAMA
COUNTY OF JEFFERSON
I, the undersigned authority, a Notary Public in and for said County in said State, hereby certify that John D. Buchanan, whose name as Executive Vice President, General Counsel and Corporate Secretary of Regions Bank, an Alabama corporation, is signed to the foregoing instrument, and who is known to me, acknowledged before me on this day that, being informed of the contents of the foregoing instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.
Given under my hand and official seal this 19th day of July, 2007.

Illegible	
Notary Public	
My Commission Expires: 04-28-11	
 
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Exhibit 4 to Form T-1
BY-LAWS OF
REGIONS BANK
(As amended and restated May 13, 2010)
ARTICLE I. OFFICES
Section 1. Registered Office.
The registered office shall be established and maintained at the office of the CSC Lawyers Incorporating Service, Inc., in the City of Montgomery, in the County of Montgomery, in the State of Alabama, and said corporation shall be the registered agent of this Bank in charge thereof.
Section 2. Other Offices.
The Bank may have other offices, either within or without the State of Alabama, at such place or places as the Board of Directors may from time to time appoint or the business of the Bank may require.
Section 3. Principal Place of Business.
The principal place of business of the Bank shall be in Birmingham, Alabama.
ARTICLE II. MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting.
Annual meetings of stockholders for the election of Directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Alabama, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.
At each annual meeting, the stockholders entitled to vote shall elect Directors, and they may transact such other corporate business as may properly come before the meeting.
Section 2. Special Meetings.
Special meetings of the stockholders for any purpose or purposes, other than the election of Directors, may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary, or by resolution of the Directors. Special meetings of stockholders may be held at such time and place, within or without the State of Alabama, as shall be stated in the notice of the meeting.
Section 3. Voting.
The vote of a majority of the votes cast by the shares entitled to vote on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, except as otherwise required by law or by the articles of incorporation of the Bank.
 
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Section 4. Quorum.
A majority of the outstanding shares of the Bank entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of stockholders. If less than a majority of the outstanding shares are represented, a majority of the shares so represented may adjourn the meeting from time to time without further notice, but until a quorum is secured no other business may be transacted. The stockholders present at a duly organized meeting may continue to transact business until an adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
ARTICLE III. DIRECTORS
Section 1. Number and Term.
The number of Directors which shall constitute the whole Board of Directors shall be fixed, from time to time, by resolutions adopted by the Board of Directors, but shall not be less than three persons. The number of Directors shall not be reduced so as to shorten the term of any Director at the time in office.
At each annual meeting of stockholders, all Directors shall be elected for terms of one year, and except as hereinafter provided, each Director shall hold office until the next annual meeting or until his or her successor shall have been elected and qualified, or until his or her earlier retirement, death, resignation or removal. Directors need not be residents of Alabama.
Section 2. Chairman of the Board and Vice Chairman of the Board.
The Board of Directors shall by majority vote designate from time to time from among its members a Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors of the Bank. He or she shall have and perform such duties as prescribed by the By-Laws and by the Board of Directors. The position of Chairman of the Board is a Board position, provided however, the position of Chairman of the Board may be held by a person who is also an officer of the Bank.
The Board of Directors may by majority vote designate from time to time from among its members one or more Vice Chairmen of the Board. A Vice Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors of the Bank which the Chairman of the Board shall be unable to attend. He or she shall assist the Chairman of the Board in the exercise of his or her duties and shall have and perform such duties as are prescribed from time to time by the Board of Directors. In the event of the death or incapacity of the Chairman of the Board, he or she shall perform all the duties of the Chairman of the Board until the next annual meeting of the stockholders or until the Board shall have sooner elected a successor Chairman of the Board. The position of Vice Chairman of the Board is a Board position, provided however, that the position of Vice Chairman of the Board may be held by a person who is also an officer of the Bank.
In the absence of the Chairman of the Board and Vice Chairman of the Board or in case of their inability to act, the Independent Lead Director, if at the time a Director of the Bank has been designated by the Board of Directors as such, shall have and exercise all the powers and duties of such office and shall preside at all meetings of the Board of Directors. If at any Board of Directors meeting none of such persons is present or able to act, the Board of Directors shall select one of its members as acting chair of the meeting or portion thereof.
 
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Section 3. Resignations.
Any Director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time of its receipt by the Chairman of the Board, Chief Executive Officer, the President, or the Secretary or at such other time as may be specified therein. The acceptance of a resignation shall not be necessary to make it effective.
Section 4. Vacancies.
If the office of any Director becomes vacant, the remaining Directors in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.
Section 5. Removal.
Any Director may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Bank entitled to vote generally in the election of Directors considered for this purpose as one class cast at a meeting of the stockholders called for that purpose.
Section 6. Powers.
The Board of Directors shall exercise all the powers of the Bank except such as are by law, by the Articles of Incorporation of the Bank or pursuant to the Bank’s bylaws conferred upon or reserved to the stockholders.
Section 7. Meetings.
A regular meeting of the Board of Directors shall be held immediately before or after the annual meeting of stockholders. Additional regular meetings of the Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Directors.
Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, the President, or by the Secretary on the written request of a majority of the Board of Directors on at least two days’ notice to each Director and shall be held at such place or places as may be determined by the Directors, or as shall be stated in the call of the meeting.
Unless otherwise restricted by the Articles of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
Section 8. Quorum.
A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. Notwithstanding the withdrawal of enough Directors to leave less than a quorum, the Directors present at a duly organized meeting may continue to transact business until adjournment.
 
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Section 9. Compensation.
Directors shall not receive any stated salary for their services as Directors or as members of committees, except that by resolution of the Board of Directors, retainer fees, meeting fees, and expenses of attendance at meetings may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the Bank in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.
Section 10. Action Without Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board of Directors, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.
Section 11. Committees.
A majority of the whole Board of Directors shall have the authority to designate one or more committees, each committee to consist of one or more of the Directors of the Bank. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board or in these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Bank, and may authorize the seal of the Bank to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not the member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Section 12. Eligibility.
No person shall be eligible to serve as Director of the Bank unless such person shall be the owner of shares of stock of the parent holding company of the number and held in the manner sufficient to meet the requirements of any applicable law or regulation in effect requiring the ownership of Directors’ qualifying shares.
Section 13. Directors Protected.
Each Director shall in the performance of his or her duties be fully protected in relying in good faith upon reports made to the Directors by the officers of the Bank or by state or federal bank examiners or by any independent accountant or by any appraiser selected with reasonable care, or by counsel, or by a committee of the Board, or in relying in good faith upon other records or books of account of the Bank.
 
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ARTICLE IV. OFFICERS
Section 1. Officers, Elections, Terms.
The officers of the Bank shall be a Chief Executive Officer; a President; one or more Regional or Local Presidents if the Board so determines; one or more Vice Presidents, who may be designated Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, and Assistant Vice Presidents; a Secretary; one or more Assistant Secretaries; a Chief Financial Officer; a Controller; an Auditor; and such other officers as may be deemed appropriate. All of such officers shall be appointed annually by the Board of Directors to serve for a term of one year and until their respective successors are appointed and qualified or until such officer’s earlier death, resignation, retirement, or removal, except that the Board of Directors may delegate the authority to appoint officers holding the position of Senior Executive Vice President and below in accordance with procedures established or modified by the Board from time to time. Those Officers who serve in the Trust Department shall be so designated by the word “Trust” in their title. None of the officers of the Bank need be Directors. More than one office may be held by the same person.
Section 2. Chief Executive Officer.
The Board of Directors shall appoint a Chief Executive Officer of the Bank. The Chief Executive Officer is the most senior executive officer of the Bank, and shall be vested with authority to act for the Bank in all matters and shall have general supervision of the Bank and of its business affairs, including authority over the detailed operations of the Bank and over its personnel, with full power and authority during intervals between sessions of the Board to do and perform in the name of the Bank all acts and deeds necessary or proper, in his or her opinion, to be done and performed and to execute for and in the name of the Bank all instruments, agreements, and deeds which may be authorized to be executed in behalf of the Bank or which may be required by law. The Chief Executive Officer may, but need not, also hold the office of President.
Section 3. President.
The President shall, subject to the control of the Board of Directors and of any committee of the Board having authority in the premises, have, and may exercise the authority to act for the Bank in all ordinary matters and perform other such duties as directed by the By-Laws, the Board of Directors, or the Chief Executive Officer. Among the officers of the Bank, the President is subordinate to only the Chief Executive Officer and is senior to the other officers of the Bank. The authority of the President shall include authority over the detailed operations of the Bank and over its personnel with full power and authority during intervals between sessions of the Board to do and perform in the name of the Bank all acts and deeds necessary or proper, in his or her opinion, to be done and performed and to execute for and in the name of the Bank all instruments, agreements, and deeds which may be authorized to be executed in behalf of the Bank or which may be required by law.
Section 4. Vice Presidents.
The Vice Presidents shall, subject to the control of the Board of Directors, the Chief Executive Officer or the President, have and may exercise the authority vested in them in all proper matters, including authority over the detailed operations of the Bank and over its personnel.
 
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Section 5. Chief Financial Officer.
The Chief Financial Officer or his designee shall have custody of all funds of the Bank. He or his designee shall have and perform such duties as are incident to the office of Chief Financial Officer and such other duties as may from time to time be assigned to him by the Board of Directors, the Chief Executive Officer, or the President.
Section 6. Secretary.
The Secretary shall keep minutes of all meetings of the stockholders and the Board of Directors unless otherwise directed by those bodies. The Secretary, or in his absence, any Assistant Secretary, shall attend to the giving and serving of all notices of the Bank. He shall perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may from time to time be assigned by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President.
Section 7. Controller.
The Controller shall, under the direction of the Chief Executive Officer, the President, the Chief Financial Officer, or a more senior officer, have general supervision and authority over all reports required of the Bank by law or by any public body or officer or regulatory authority pertaining to the condition of the Bank and its assets and liabilities. The Controller shall have general supervision of the books and accounts of the Bank and its methods and systems of recording and keeping accounts of its business transactions and of its assets and liabilities. The Controller shall be responsible for preparing statements showing the financial condition of the Bank and shall furnish such reports and financial records as may be required of him or her by the Board of Directors or by the Chief Executive Officer, the President, the Chief Financial Officer, or other more senior officer.
Section 8. Auditor.
The Auditor’s office may be filled by an employee of the Bank or his or her duties may be performed by an employee or committee of the parent company of the Bank. The Auditor shall have general supervision of the auditing of the books and accounts of the Bank, and shall continuously and from time to time check and verify the Bank’s transactions, its assets and liabilities, and the accounts and doings of the officers, agents and employees of the Bank with respect thereto. The Auditor whether an employee of the Bank or of its parent shall be directly accountable to and under the jurisdiction of the Board of Directors and, if applicable, its designated committee, acting independently of all officers, agents and employees of the bank. The Auditor shall render reports covering matters in his or her charge regularly and upon request to the Board and, if applicable, its designated committee.
Section 9. Other Officers and Agents.
The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The functions of a cashier of the Bank may be performed by the Controller or any other officer of the Bank whose area of responsibility includes the function to be performed.
Section 10. Officer in Charge of Trust Department.
The officer in charge of the Trust Department shall be designated as such by the Board of Directors and shall have the word “Trust” included in or appended to his or her title and shall exercise
 
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general supervision and management over the affairs of the Trust Department. That officer is hereby empowered to appoint all necessary agents or attorneys; also to make, execute and acknowledge all checks, bonds, certificates, deeds, mortgages, notes, releases, leases, agreements, contracts, bills of sale, assignments, transfers, powers of attorney or of substitution, proxies to vote stock, or any other instrument in writing that may be necessary in the purchase, sale, mortgage, lease, assignment, transfer, management or handling, in any way of any property of any description held or controlled by the Bank in any fiduciary capacity. Said officer shall have such other duties and powers as shall be designated by the Board of Directors.
Section 11. Other Officers in Trust Department.
The various other officers in the Trust Department shall each have the word “Trust” in their title and are empowered and authorized to make, execute, and acknowledge all checks, bonds, certificates, deeds, mortgages, notes, releases, leases, agreements, contracts, bills of sale, assignments, transfers, powers of attorney or substitution, proxies to vote stock or any other instrument in writing that may be necessary to the purchase, sale, mortgage, lease, assignments, transfer, management or handling in any way, of any property of any description held or controlled by the Bank in any fiduciary capacity.
Section 12. Removal and Retirement of Officers.
At its pleasure, the Board of Directors may remove any officer from office at any time by a majority vote of the Board, provided however that the terms of any employment or compensation contract shall be honored according to its terms. An individual’s status as an officer will terminate without the necessity of any other action or ratification immediately upon termination for any reason of the individual’s employment by the Bank.
ARTICLE V. MISCELLANEOUS
Section 1. Certificates of Stock.
Certificates of stock of the Bank shall be signed by the President and the Secretary of the Bank, which signatures may be represented by a facsimile signature. The certificate may be sealed with the seal of the Bank or an engraved or printed facsimile thereof. The certificate represents the number of shares of stock registered in certificate form owned by such holder.
Section 2. Lost Certificates.
In case of the loss or destruction of any certificate of stock, the holder or owner of same shall give notice thereof to the Chief Executive Officer, the President, any Vice President, or the Secretary of the Bank and, if such holder or owner shall desire the issue of a new certificate in the place of the one lost or destroyed, he or she shall make affidavit of such loss or destruction and deliver the same to any one of said officers and accompany the same with a bond with surety satisfactory to the Bank to indemnify the Bank and save it harmless against any loss, cost or damage in case such certificate should thereafter be presented to the Bank, which affidavit and bond shall be, at the discretion of the deciding party listed in this Section 2, unless so ordered by a court having jurisdiction over the matter, approved or rejected by the Board of Directors or by the Chief Executive Officer or by the President or an Executive or Senior Vice President before the issue of any new certificate.
 
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Section 3. Transfer of Shares.
Title to a certificate and to the shares represented thereby can be transferred only by delivery of the certificate endorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or by delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign, or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.
No fractional part of a share of stock shall ever be issued by this Bank.
In order that the Bank may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. Dividends.
Subject to the provisions of the Articles of Incorporation, the Board of Directors may, out of funds legally available therefore at any regular or special meeting, declare dividends upon the capital stock of the Bank as and when they deem expedient. Before declaring any dividend there may be set apart out of any fund of the Bank available for dividends, such sum or sums as the Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Directors shall deem conducive to the interests of the Bank. No dividends shall be declared which exceed the amounts authorized by applicable laws and regulations or are otherwise contrary to law.
Section 7. Seal.
The corporate seal of the Bank shall be circular in shape and shall include the words “Regions Bank” around the outer edge of the circle and the word “Seal” in the center of the circle. The seal may also include appropriate descriptors, such as the words: “An Alabama Banking Corporation”. The Secretary of the Bank shall have custody of the seal and is authorized to affix the same to instruments, documents, and papers as required by law or as customary or appropriate in the Secretary’s judgment and discretion. Without limiting the general authority of the Board of Directors of the Bank to name, appoint, remove, and define the duties of officers of the Bank, the Secretary is further authorized to cause reproductions of the seal to be made, distributed to, and used by officers and employees of the Bank whose duties and responsibilities involve the execution and delivery of instruments, documents, and papers bearing the seal of the Bank. In this regard, the Secretary is further authorized to establish, implement, interpret, and enforce policies and procedures governing the use of the seal and the authorization by the Secretary of officers and employees of the Bank to have custody of and to use the seal. Such policies and procedures may include (i) the right of the Secretary to appoint any Bank employee as an Assistant Secretary of the Bank, if such appointment would, in the Secretary’s judgment, be convenient with respect to such employee’s custody and use of a seal and/or (ii) the right of the Secretary to authorize Bank employees to have and use seals as delegates of the Secretary without appointing such employees as Assistant Secretaries of the Bank.
 
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Section 8. Fiscal Year.
The fiscal year of the Bank shall be the calendar year.
Section 9. Checks, Drafts, Transfers, etc.
The Chief Executive Officer, the President, any Regional or Local President, any Vice President or Assistant Vice President, any Trust Officer or any Assistant Trust Officer, or Branch Manager or any other employee designated by the Board of Directors, is authorized and empowered on behalf of the Bank and in its name to sign and endorse checks and warrants, to draw drafts, to issue and sign cashier’s checks, to guarantee signatures, to give receipts for money due and payable to the Bank, to sell, assign and transfer shares of capital stock, bonds, or other personal property or securities standing in the name of or held by the Bank, whether in its own right or in any fiduciary capacity, and to make or join in such consents, requests or commitments with respect to the same as may be appropriate or authorized as to the holder thereof, and to sign such other papers and do such other acts as are necessary in the performance of his or her duties. The authority conveyed to any employee designated by the Board may be limited by general or specific resolution of the Board.
Section 10. Notice and Waiver of Notice.
Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States, mail, postage, prepaid, or by telegram, teletype, facsimile transmission or other form of wire, wireless, or other electronic communication or by private carrier addressed to the person entitled thereto at his address as it appears on the records of the Bank, and such notice shall be deemed to have been given on the date of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of meetings except as otherwise provided by statute.
Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of the Bank or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
Section 11. Right of Indemnity.
To the full extent allowed by Section 10-2B-8.5 et seq. of the Code of Alabama (1975), or any statute amendatory or supplemental thereof, the Bank shall indemnify and hold harmless each director or officer now or hereafter serving the Bank against any loss and reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any claim, or any action, suit or proceeding against him or her or in which he or she is made a party, by reason of his or her being or having been a Director or officer of the Bank, or who, while a Director or officer of the Bank, is or was serving as at the Bank’s request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. Such right of indemnity shall not be deemed exclusive of any other rights to which such Director or officer may be entitled under any statute, article of incorporation, rule of law, other bylaw, agreement, vote of stockholders or directors, or otherwise. Nor shall anything herein contained restrict the right of the Bank to indemnify or reimburse any officer or Director in any proper case even though not specifically provided for herein. The Bank may purchase and maintain insurance in such amounts as the Board of Directors deems appropriate on behalf of said Directors or officers so as to offset any potential liability asserted against said Directors or officers acting in such capacity as described in these By-Laws.
 
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Section 12. Execution of Instruments and Documents.
The Chief Executive Officer, or the President, or any Regional or Local President or any Vice President is authorized, in his or her discretion, to do and perform any and all corporate and official acts in carrying on the business of the Bank, including, but not limited to, the authority to make, execute, acknowledge, accept and deliver any and all deeds, mortgages, releases, bills of sale, assignments, transfers, leases (as lessor or lessee), powers of attorney or of substitution, servicing or sub-servicing agreements, vendor agreements, proxies to vote stock or any other instrument in writing that may be necessary in the purchase, sale, lease, assignment, transfer, discount, management or handling in any way of any property of any description held, controlled or used by Bank or to be held, controlled or used by Bank, either in its own or in its fiduciary capacity and including the authority from time to time to open bank accounts with the Bank or any other institution, to borrow money in such amounts for such lengths of time, at such rates of interest and upon such terms and conditions as any said officer may deem proper and to evidence the indebtedness thereby created by executing and delivering in the name of the Bank promissory notes or other appropriate evidences of indebtedness, and to guarantee the obligations of any subsidiary or affiliate of the Bank, The enumeration herein of particular powers shall not restrict in any way the general powers and authority of said officers.
By way of example and not limitation, such officers of the Bank are authorized to execute, accept, deliver and issue, on behalf of the Bank and as binding obligations of Bank, such agreements and instruments as may be within the officer’s area of responsibility, including, as applicable, agreements and related documents (such as schedules, confirmations, transfers, assignments, acknowledgments, and other documents) relating to derivative transactions, loan or letter of credit transactions, syndications, participations, trades, purchase and sale or discount transactions, transfers and assignments, servicing and sub-servicing agreements, vendor agreements, securitizations, and transactions of whatever kind or description arising in the conduct of the Bank’s business.
The authority to execute and deliver documents, instruments, and agreements may be limited by resolution of the Board of Directors, by a committee of the Board of Directors, by the Chief Executive Officer, or by the President, by reference to subject matter, category, amount, geographical location, or any other criteria, and may be made subject to such policies, procedures, and levels of approval as may be adopted or amended from time to time.
Section 13. Voting Bank’s Securities.
Unless otherwise ordered by the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President or above, the Controller, the Bank’s General Counsel, and any other officer as may be designated by the Board of Directors shall have full power and authority on behalf of the Bank to attend, and to act and to vote, and to execute a proxy or proxies empowering others to attend, and to act and to vote, at any meetings of security holders of any of the corporations in which the Bank may hold securities and, at such meetings, such officer shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the owner thereof, the Bank might have possessed and exercised, if present.
Section 14. Bonds of Officers and Employees.
The Board of Directors shall from time to time designate the officers and employees who shall be required to give bond and fix the amounts thereof.
 
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Section 15. Satisfaction of Loans.
On payment of sums lent, for which security shall have been taken either by way of mortgage or other lien on real or personal property or by the pledge of collateral, whether said loans have been made from funds of the Bank or from funds held in fiduciary capacity, any officer of the Bank shall have the power and authority to enter the fact of payment or satisfaction on the margin of the record of any such security or in any other legal manner to cancel such indebtedness and to release said security, and the Chief Executive Officer or the President or any Regional or Local President or any Vice President of the Bank shall have power and authority to execute a power of attorney authorizing the cancellation, release or satisfaction of any mortgage or other security given to the Bank in its corporate or fiduciary capacity, by such person as he or she may in his or her discretion appoint.
Section 16. Emergencies.
In the event of an emergency declared by the President of the United States or the person performing his or her functions, the officers and employees of this Bank will continue to conduct the affairs of the Bank under such guidance from the Directors as may be available except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with any governmental directives or directives of the Federal Deposit Insurance Corporation during the emergency.
ARTICLE VI. AMENDMENTS
Except as otherwise provided herein or in the articles of incorporation of the Bank, these By-Laws may be amended or repealed by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors, and the Stockholders may make, alter or repeal any By-Laws, whether or not adopted by them.
 
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Exhibit 6 to Form T-1
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, Regions Bank hereby consents that reports of examination of Regions Bank by Federal, State, Territorial or District regulatory authorities may be furnished by such regulatory authorities to the Securities and Exchange Commission upon request therefor.
Dated: May 23, 2012

REGIONS BANK	
 	 	
By:	 	/s/ Caroline Oakes	
 	 	Caroline Oakes
Senior Vice President and Trust Officer	

Exhibit 7 to Form T-1
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Regions Bank
in the state of AL at close of business on March 31, 2012
published in response to call made by (Enter additional information below)
Statement of Resources and Liabilities

 	  	Dollar Amounts in Thousands	 	
ASSETS	  	 	 	 	  	 	 	 	
Cash and balances due from depository institutions:	  	 	 	 	  	 	 	 	
Noninterest-bearing balances and currency and coin	  	 	 	 	  	 	1,942,835	  	
Interest-bearing balances	  	 	 	 	  	 	5,266,785	  	
Securities:	  	 	 	 	  	 	 	 	
Held-to-maturity securities	  	 	 	 	  	 	5,703	  	
Federal funds sold and securities purchased under agreements to resell:	  	 	 	 	  	 	 	 	
Available-for-sale securities	  	 	 	 	  	 	26,409,333	  	
Federal funds sold in domestic offices	  	 	 	 	  	 	0	  	
Securities purchased under agreements to resell	  	 	 	 	  	 	0	  	
Loans and lease financing receivables:	  	 	 	 	  	 	 	 	
Loans and leases held for sale	  	 	 	 	  	 	1,053,742	  	
Loans and leases, net of unearned income	  	 	76,723,003	  	  	 	 	 	
LESS: Allowance for loan and lease losses	  	 	2,530,346	  	  	 	 	 	
Loans and leases, net of unearned income and allowance	  	 	 	 	  	 	74,192,657	  	
Trading Assets	  	 	 	 	  	 	629,555	  	
Premises and fixed assets (including capitalized leases)	  	 	 	 	  	 	2,319,529	  	
Other real estate owned	  	 	 	 	  	 	238,434	  	
Investments in unconsolidated subsidiaries and associated companies	  	 	 	 	  	 	0	  	
Direct and indirect investments in real estate ventures	  	 	 	 	  	 	0	  	
Intangible assets:	  	 	 	 	  	 	 	 	
Goodwill	  	 	 	 	  	 	4,242,336	  	
Other intangible assets	  	 	 	 	  	 	607,195	  	
Other assets	  	 	 	 	  	 	7,804,883	  	
 	  	 	 	 	  	 	 	 	
Total assets	  	 	 	 	  	 	124,712,987	  	

REPORT OF CONDITION (Continued)
LIABILITIES

  	  	Dollar Amounts in Thousands	 	
DEPOSITS:	  	 	 	 	  	 	 	 	
In domestic offices	  	 	 	 	  	 	100,236,934	  	
Noninterest-bearing	  	 	29,803,791	  	  	 	 	 	
Interest-bearing	  	 	70,433,143	  	  	 	 	 	
In foreign offices, Edge and Agreement subsidiaries, and IBFs	  	 	 	 	  	 	363,522	  	
Noninterest-bearing	  	 	0	  	  	 	 	 	
Interest-bearing	  	 	363,522	  	  	 	 	 	
Federal funds purchased and securities sold under agreements to repurchase:	  	 	 	 	  	 	 	 	
Federal funds purchased in domestic offices	  	 	 	 	  	 	19,320	  	
Securities sold under agreements to repurchase	  	 	 	 	  	 	1,898,628	  	
Trading liabilities	  	 	 	 	  	 	530,244	  	
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	  	 	 	 	  	 	1,165,763	  	
Subordinated notes and debentures	  	 	 	 	  	 	2,143,366	  	
Other liabilities	  	 	 	 	  	 	1,824,665	  	
 	  	 	 	 	  	 	 	 	
Total liabilities	  	 	 	 	  	 	108,182,442	  	
 	  	 	 	 	  	 	 	 	
EQUITY CAPITAL	  	 	 	 	  	 	 	 	
Bank Equity Capital	  	 	 	 	  	 	 	 	
Perpetual preferred stock and related surplus	  	 	 	 	  	 	0	  	
Common stock	  	 	 	 	  	 	103	  	
Surplus (excludes all surplus related to preferred stock)	  	 	 	 	  	 	20,501,160	  	
Retained earnings	  	 	 	 	  	 	(4,164,292	) 	
Accumulated other comprehensive income	  	 	 	 	  	 	(61,923	) 	
Other equity capital components	  	 	 	 	  	 	0	  	
 	  	 	 	 	  	 	 	 	
Total bank equity capital	  	 	 	 	  	 	16,275,048	  	
 	  	 	 	 	  	 	 	 	
Noncontrolling (minority) interests in consolidated subsidiaries	  	 	 	 	  	 	255,497	  	
 	  	 	 	 	  	 	 	 	
Total equity capital	  	 	 	 	  	 	16,530,545	  	
 	  	 	 	 	  	 	 	 	
Total liabilities and equity capital	  	 	 	 	  	 	124,712,987