FORM OF JOINDER AGREEMENT

EXHIBIT 10.10

FORM OF JOINDER AGREEMENT

     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.

RECITALS

      WHEREAS , pursuant to (i) the Loan and Security Agreement, dated as of June 28, 2010 (as the same may be amended, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), among the Company, the Existing Borrowers, the Existing Guarantors, the Lenders party thereto from time to time, and the Agent and (ii) the other Loan Documents referred to therein, the Secured Parties have agreed to make Credit Extensions and other extensions of credit to or for the benefit of the Loan Parties;

      WHEREAS , pursuant to Section 7.3.3 of the Loan Agreement, the Company and the other Existing Borrowers and Existing Guarantors have agreed to cause the Additional Borrower to execute and deliver this Joinder Agreement and to become a Borrower, a Guarantor and a Credit Party under the Loan Agreement and Security Documents as provided in this Joinder Agreement;

      WHEREAS , the obligations of the Lenders to make Credit Extensions to the Additional Borrower and to continue to make Credit Extensions to the Existing Borrowers under the Loan Agreement are conditioned upon, among other things, the execution and delivery of this Joinder Agreement by the Additional Borrower;

      WHEREAS , the Additional Borrower and the Existing Borrowers and the Existing Guarantors will derive substantial direct and indirect benefit from the Credit Extensions under the Loan Documents to be made or issued by the Lenders and the Issuing Bank to or for the benefit of the Existing Borrowers and/or the Additional Borrower and the other financial accommodations to the Borrowers and their respective Subsidiaries as may be made available by the Secured Parties; and

      WHEREAS , the Additional Borrower is willing to become a Borrower, a Guarantor and a Credit Party under the Loan Documents as hereinafter provided in order to obtain such benefits;

      NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree, for the benefit of each Secured Party, as follows:

ARTICLE I
DEFINITIONS

           1.01. Loan Agreement Definitions . Capitalized terms used in this Joinder Agreement and not otherwise defined herein have the meanings specified in Section 1.1 of the Loan Agreement.

           1.02. Construction . The rules of construction specified in Sections 1.2 through 1.4 of the Loan Agreement also apply to this Joinder Agreement.

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ARTICLE II
JOINDER AGREEMENTS; SUPPLEMENTS

           2.01. Loan Agreement . The Additional Borrower agrees to, and does hereby, become a “Borrower”, a “Guarantor” and a “Credit Party” under the Loan Agreement, become bound by the Loan Agreement with the same force and effect as if it were an original party to the Loan Agreement. Each party hereto hereby acknowledges and agrees that each reference in the Loan Agreement to a “Borrower,” a “Guarantor” or a “Credit Party” shall also mean and be a reference to the Additional Borrower.

           2.02. Guaranty. Without limiting the generality of the foregoing, subject to and in accordance with the terms and conditions of Section 15 of the Loan Agreement, the Additional Borrower hereby guarantees all Obligations of each Credit Party to the Secured Parties arising under the Loan Agreement and any other Loan Document.

           2.03. Security Interests. Without limiting the generality of the foregoing, subject to and in accordance with the terms and conditions of Section 7 of the Loan Agreement, the Additional Borrower hereby assigns and pledges to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, as security for the payment or performance in full of the Obligations of the Additional Borrower, a security interest in all right, title and interest of the Additional Borrower in, to and under any and all of the Collateral now owned or at any time hereafter acquired by such Additional Borrower or in which such Additional Borrower now has or at any time in the future may acquire any right, title or interest.

           2.04. Representations and Warranties. The Additional Borrower represents, warrants, acknowledges and affirms with respect to itself and its properties, that each of the representations and warranties contained in the Loan Agreement and the other Loan Documents as it relates to the Additional Borrower is true and correct in all material respects as of the date hereof, with the same effect as though such representation had been made on and as of the date hereof after giving effect to the joinder of the Additional Borrower as an additional Subsidiary, Guarantor and Credit Party under the Loan Agreement and the other Loan Documents.

           2.05. Loan Documents. The Additional Borrower (a) agrees to be obligated and bound by all the terms, provisions and covenants under each of the Loan Documents which are binding on each Existing Borrower and each Existing Guarantor and (b) represents and warrants that each of the representations and warranties contained in the Loan Agreement as it relates to the Additional Borrower is true and correct in all material respects as of the date hereof, with the same effect as though such representations had been made on and as of the date hereof after giving effect to the joinder of the Additional Borrower as a Borrower, a Guarantor and a Credit Party under the Loan Agreement.

           2.06. Acknowledgement . The Company, each Existing Borrower and each Existing Guarantor, hereby acknowledges and consents to the Loan Documents, as supplemented by this Joinder Agreement, and confirms and ratifies in all respects the Obligations of each such Borrower and each Guarantor under the Loan Agreement, as so supplemented, which shall remain in full force and effect. The Company and each Guarantor hereby (i) confirms and ratifies in all respects its Obligations under the guaranty set forth in Section 15 of the Loan Agreement, and (ii) acknowledges and agrees that such guaranty obligations remain in full force and effect, enforceable against the Company in accordance with their terms.

           2.07. Borrower Agent. The Additional Borrower hereby appoints the Company as representative and agent for all purposes under the Loan Documents as further specified in Section 4.4 of the Loan Agreement.

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Joinder Agreement

ARTICLE III
DELIVERIES

           3.01. Deliveries . The following items are delivered to the Agent herewith, each of which shall be in form and substance reasonably satisfactory to the Agent. The obligation of the Issuing Bank and each Lender to make Credit Extensions to the Additional Borrower or any further Credit Extensions to the Existing Borrowers is subject to the satisfaction or waiver of the following conditions.

               (a) The Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Senior Officer of the signing Credit Party, if applicable, each dated as of the date hereof (or, in the case of certificates of governmental officials, a recent date before the date hereof) and each in form and substance reasonably satisfactory to the Agent and each of the Required Lenders: