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EXHIBIT 4.4
SECOND SUPPLEMENTAL
INDENTURE
This SECOND
SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture
”), dated as of January 14, 2011, among National Park
Family Care, LLC, a Delaware limited liability company (the “
Guaranteeing Subsidiary ”), an indirect subsidiary of
Capella Healthcare, Inc., a Delaware corporation (the “
Issuer ”), the Issuer and U.S. Bank National
Association, as trustee under the Indenture referred to below (the
“ Trustee ”).
WITNESSETH
WHEREAS, the
Issuer has heretofore executed and delivered to the Trustee an
indenture (the “ Indenture ”), dated as of
June 28, 2010, providing for the issuance of 91/4% Senior
Notes due 2017 (the “ Notes ”);
WHEREAS, the
Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall irrevocably and unconditionally guarantee all of
the Issuer’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the “
Subsidiary Guarantee ”); and
WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as
follows:
1. CAPITALIZED
TERMS. Capitalized terms used herein without
