REGISTRATION RIGHTS AGREEMENT by and among CAPELLA HEALTHCARE, INC. AND THE GUARANTORS PARTY HERETO and Banc of America Securities LLC as Representative of the Initial Purchasers Dated as of June 28, 2010Registration Rights Agreement • June 28th, 2011 • NPMC Holdings, LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28, 2010, by and among Capella Healthcare, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature page hereto (collectively, the “Guarantors”), and Banc of America Securities LLC on behalf of itself and as representative of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has severally agreed to purchase the Company’s 91/4% Senior Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes sold by the Company to the initial Purchasers pursuant to the Purchase Agreement and the related Guarantees are herein collectively referred to as the “Initial Securities.”
LIMITED LIABILITY COMPANY AGREEMENT OF ST. MARY’S HOLDINGS, LLCLimited Liability Company Agreement • June 28th, 2011 • NPMC Holdings, LLC
The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as the sole member (“Member”) of St. Mary’s Holdings, LLC (the “Company”), a Delaware limited liability company formed on January 1, 2009, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).
AMENDED AND RESTATED OPERATING AGREEMENT OF FARMINGTON CLINIC COMPANY, LLCOperating Agreement • June 28th, 2011 • NPMC Holdings, LLC
The undersigned hereby executes this Amended and Restated Operating Agreement (“Operating Agreement”) as the sole member (“Member”) of Farmington Clinic Company, LLC (the “Company”), an Missouri limited liability company formed on April 28, 2006, pursuant to the provisions of the Missouri Limited Liability Company Act (“Act”).
SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of October 17, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Denise Wilder Warren (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).
LOAN AND SECURITY AGREEMENT Dated as of June 28, 2010 By and Among CAPELLA HEALTHCARE, INC., and CERTAIN BORROWING SUBSIDIARIES, as Borrowers, CERTAIN GUARANTYING SUBSIDIARIES, as Guarantors, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, BANK OF...Loan and Security Agreement • June 28th, 2011 • NPMC Holdings, LLC • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of June 28, 2010, among CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Company” and a “Borrower”), CERTAIN BORROWING SUBSIDIARIES SIGNATORY HERETO (each a “Borrower” and together with the Company, collectively, “Borrowers”), CERTAIN GUARANTYING SUBSIDIARIES SIGNATORY HERETO (each a “Subsidiary Guarantor” and collectively, “Subsidiary Guarantors”), THE FINANCIAL INSTITUTIONS PARTY TO THIS AGREEMENT FROM TIME TO TIME as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 7, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Howard T. Wall, III (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).
AMENDMENT NO. 001 TO COMPUTER AND DATA PROCESSING SERVICES AGREEMENTComputer and Data Processing Services Agreement • June 28th, 2011 • NPMC Holdings, LLC
This AMENDMENT NO. 001 (this “Amendment”) is entered into by and between HCA — Information Technology & Services, Inc., a Tennessee corporation (“IT&S”) and Capella Healthcare, Inc., a Delaware corporation (“Customer”), with respect to that certain COMPUTER AND DATA PROCESSING SERVICES AGREEMENT dated as of February 21, 2011 by and between IT&S and Customer (the “Agreement”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • June 28th, 2011 • NPMC Holdings, LLC • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 8, 2010, among Southwestern Radiology Affiliates, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an indirect subsidiary of Capella Healthcare, Inc., a Delaware corporation (the “Issuer”), the Issuer and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and David Andrew Slusser (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
AMENDED AND RESTATED COMPUTER AND DATA PROCESSING SERVICES AGREEMENTComputer and Data Processing Services Agreement • June 28th, 2011 • NPMC Holdings, LLC • Tennessee
This AMENDED AND RESTATED COMPUTER AND DATA PROCESSING SERVICES AGREEMENT, (“this Agreement”) is effective as of February 21, 2011, and amends and restates the agreement between the parties dated January 14, 2009, by and between HCA — Information Technology & Services, Inc., a Tennessee corporation (“IT&S”) which is an indirect, wholly-owned subsidiary of HCA Holdings, Inc., a Delaware corporation (“HCA”), and Capella Healthcare, Inc., a Delaware corporation (together with its successors and permitted assigns, hereinafter sometimes referred to as “Customer”).
AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS AMENDMENT NO. 2 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”, dated as of September 1, 2010, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and James Thomas Anderson (“Executive”), and GTCR fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of May 4, 2005 by and among (i) Capella Holdings, Inc., a Delaware corporation (the “Company”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and any investment fund managed by GTCR Golder Rauner L.L.C., a Delaware limited liability company (“GTCR I”) or GTCR Golder Rauner II L.L.C., a Delaware limited liability company (“GTCR II”), or any of its Affiliates, that at any time executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Investor” and collectively, the “Investors”), (iii) each of the executives of the Company set forth on the attached Schedule of Stockholders under the heading “Executives” and any other executive employee of the Company or its Subsidiaries who, at any time, acquires Stockholder Shares o
SUPPLEMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTThe Stock Purchase Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS SUPPLEMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April __, 2007, among Capella Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”, and together with Fund VIII and Fund VIII/B, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Daniel S. Slipkovich (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Denise Wilder Warren (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
REGISTRATION AGREEMENTRegistration Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 4, 2005, by and among (i) Capella Holdings, Inc., a Delaware Corporation (the “Company”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and any investment fund managed by GTCR Golder Rauner L.L.C., a Delaware limited liability company, or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”) or any of its Affiliates, that at any time acquires securities of the Company and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Investor” and collectively, the “Investors”), (iii) each of the executives of the Company set forth on the attached “Schedule of Holders” under the heading “Executives” and any other executive employee of the Company or its Subsidiaries who, at any time
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLAMETTE VALLEY CLINICS, LLCNPMC Holdings, LLC • June 28th, 2011
The undersigned hereby executes this Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of Willamette Valley Clinics, LLC (the “Company”), an Delaware limited liability company formed on January 6, 1999, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLAMETTE VALLEY MEDICAL CENTER, LLCLimited Liability • June 28th, 2011 • NPMC Holdings, LLC
The undersigned hereby executes this Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) as the sole member (“Member”) of Willamette Valley Medical Center, LLC (the “Company”), an Delaware limited liability company formed on December 4, 1998, pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”).
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of February 29, 2008, is made by and among (i) Capella Holdings, Inc., a Delaware corporation (the “Company”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”) and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), (iii) each of the undersigned Executives, and (iv) each of the undersigned Other Stockholders. Certain capitalized terms not defined herein shall have the meanings given to such terms in the Stockholders Agreement (as defined below).
FORM OF JOINDER AGREEMENTForm of Joinder Agreement • June 28th, 2011 • NPMC Holdings, LLC • New York
This JOINDER AGREEMENT, dated as of _______________ ___, ______ (this “Joinder Agreement”; capitalized terms used herein without definition have the meanings provided in Article I), is entered into by each of CAPELLA HEALTHCARE, INC., a Delaware corporation (the “Company”), CERTAIN BORROWING SUBSIDIARIES (each an “Existing Borrower” and together with the Company, collectively “Existing Borrowers”), CERTAIN GUARANTYING SUBSIDIARIES (each an “Existing Guarantor” and collectively, “Existing Guarantors”) and [NEW SUBSIDARY], a ____________________ [limited liability company/corporation/partnership] (the “Additional Borrower”), to and for the benefit of BANK OF AMERICA, N.A., as agent (in such capacity, the “Agent”) for the Lenders.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of May 4, 2005, between GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”), and Capella Healthcare. Inc., a Delaware corporation (the “Company”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 4, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VII/B”), GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and any investment fund managed by GTCR Golder Rauner L.L.C., a Delaware limited liability company, or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”) or any of its Affiliates, that at any time executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement shall be referred to herein as a “Purchaser” and, collectively as the “Purchasers.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT (this “Amendment”), dated as of November 30, 2005, is made by and GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”), and Capella Healthcare, Inc., a Delaware corporation (the “Company”).
AMENDMENT AND SUPPLEMENT NO. 2 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS AMENDMENT AND SUPPLEMENT NO. 2 TO THE STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 29, 2008, among Capella Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”, and together with Fund VIII and Fund VIII/B, the “Purchasers”). Except as otherwise indicated herein, capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of May 4, 2005, by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Daniel S. Slipkovich (“Executive”). This Agreement shall become effective as of the Employment Date (as defined below).
AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”), dated as of May 12, 2006, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), Capella Healthcare, Inc., a Delaware corporation (“Employer”), and Howard T. Wall, III (“Executive”), and GTCR Fund VIII, L.P., a Delaware limited partnership (the “Majority Holder”).
CAPELLA HOLDINGS, INC. FORM OF REDEMPTION AGREEMENTRedemption Agreement • June 28th, 2011 • NPMC Holdings, LLC • Delaware
THIS REDEMPTION AGREEMENT (“Agreement”) is made and entered into this _____ day of _______ 2011, by and between Capella Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (“Executive”) a resident of the State of Tennessee.
