EXHIBIT 10.8
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT, dated as of [ ], 2000, by and among
Community Health Systems, Inc. (formerly known as Community Health Systems
Holdings Corp.), a Delaware corporation (the "Company"), CHS/Community Health
Systems, Inc., a Delaware corporation and a wholly-owned subsidiary of the
Company ("CHS/Community Health Systems, Inc."), and the director and/or officer
of the Company whose name appears on the signature page of this Agreement
("Indemnitee").
RECITALS
A. Highly competent persons are becoming more reluctant to serve
publicly-held corporations as directors or officers or in other capacities
unless they are provided with reasonable protection through insurance or
indemnification against risks of claims and actions against them arising out of
their service to and activities on behalf of the corporations.
B. The Board of Directors of the Company (the "Board") has determined that
the Company should act to assure its directors and officers that there will be
increased certainty of such protection in the future.
C. It is reasonable, prudent and necessary for the Company contractually
to obligate itself to indemnify such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified.
D. Indemnitee is willing to serve, to continue to serve and to take on
additional service for or on behalf of the Company on the condition that
Indemnitee be so indemnified.
E. In consideration of the benefits received and to be received by
CHS/Community Health Systems, Inc. in connection with actions taken and to be
taken by the Board and by the officers of the Company, CHS/Community Health
Systems, Inc. has determined that it is in the best interest of CHS/Community
Health Systems, Inc. for the reasons set forth above to be a party to this
Agreement and to provide indemnification to the directors and officers of the
Company in connection with their service to and activities on behalf of the
Company, CHS/Community Health Systems, Inc. and their respective subsidiaries.
F. CHS/Community Health Systems, Inc. acknowledges that for purposes of
this Agreement the directors and officers of the Company who enter into this
Agreement are serving in such capacities at the request of CHS/Community Health
Systems, Inc.
G. CHS/Community Health Systems, Inc. further acknowledges that such
directors and officers are willing to serve, to continue to serve and to take on
additional service for or on behalf of the Company, thereby benefiting
CHS/Community Health Systems, Inc. and its
subsidiaries, on the condition that CHS/Community Health Systems, Inc. enter
into, and provide indemnification pursuant to, this Agreement.
AGREEMENT
In consideration of the premises and the covenants contained herein,
the Company, CHS/Community Health Systems, Inc. and Indemnitee do hereby
covenant and agree as follows:
1. DEFINITIONS.
(a) For purposes of this Agreement:
(i) "Affiliate" shall mean any corporation, partnership,
joint venture, trust or other enterprise in respect of which Indemnitee is or
was or will be serving as a director or officer directly or indirectly at the
request of the Company or CHS/Community Health Systems, Inc., and including, but
not limited to, service with respect to an employee benefit plan.
(ii) "Disinterested Director" shall mean a director of
the Company who is not or was not a party to the Proceeding in respect of which
indemnification is being sought by Indemnitee.
(iii) "Expenses" shall include all attorneys' fees and
costs, retainers, court costs, transcripts, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees and all other disbursements or expenses
incurred in connection with asserting or defending claims.
(iv) "fines" shall include any excise taxes assessed on
Indemnitee with respect to any employee benefit plan.
(v) "Independent Counsel" shall mean a law firm or
lawyer that neither is presently nor in the past year has been retained to
represent: (i) the Company, CHS/Community Health Systems, Inc. or Indemnitee in
any matter material to any such party or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder in any matter material to
such other party. Notwithstanding the foregoing, the term "Independent Counsel"
shall not include any firm or person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing any of the Company, CHS/Community Health Systems, Inc. or
Indemnitee in an action to determine Indemnitee's right to indemnification under
this Agreement. All Expenses of the Independent Counsel incurred in connection
with acting pursuant to this Agreement shall be borne by the Company.
(vi) "Losses" shall mean all expenses, liabilities,
losses and claims (including attorneys' fees, judgments, fines, excise taxes
under the Employee Retirement Income Security Act of 1974, as amended from time
to time, penalties and amounts to be paid in settlement) incurred in connection
with any Proceeding.
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(vii) "Proceeding" shall include any threatened, pending
or completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding, whether civil,
criminal, administrative or investigative.
(b) For purposes of this Agreement, a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Company" as
referred to in this Agreement; the term "serving at the request of the Company
or CHS/Community Health Systems, Inc." shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and references to
the "Company" or "CHS/Community Health Systems, Inc." shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify Indemnitee in its capacity as a director, officer, or employee or
agent, so that Indemnitee shall stand in the same position under this Agreement
with respect to the resulting or surviving corporation as Indemnitee would have
with respect to such constituent corporation if its separate existence had
continued.
2. SERVICE BY INDEMNITEE. Indemnitee agrees to begin or continue to
serve the Company or any Affiliate as a director and/or officer. Notwithstanding
anything contained herein, this Agreement shall not create a contract of
employment between the Company or CHS/Community Health Systems, Inc. and
Indemnitee, and the termination of Indemnitee's relationship with the Company or
CHS/Community Health Systems, Inc. or an Affiliate by either party hereto shall
not be restricted by this Agreement.
3. INDEMNIFICATION. The Company and CHS/Community Health Systems,
Inc. jointly and severally agree to indemnify Indemnitee for, and hold
Indemnitee harmless from and against, any Losses or Expenses at any time
incurred by or assessed against Indemnitee arising out of or in connection with
the service of Indemnitee as a director or officer of the Company or of an
Affiliate (collectively referred to as an "Officer or Director of the Company")
to the fullest extent permitted by the laws of the State of Delaware in effect
on the date hereof or as such laws may from time to time hereafter be amended to
increase the scope of such permitted indemnification. Without diminishing the
scope of the indemnification provided by this Section, the rights of
indemnification of Indemnitee provided hereunder shall include but shall not be
limited to those rights set forth hereinafter.
4. ACTION OR PROCEEDING OTHER THAN AN ACTION BY OR IN THE RIGHT OF
THE COMPANY OR CHS/COMMUNITY HEALTH SYSTEMS, INC. Indemnitee shall be entitled
to the indemnification rights provided herein if Indemnitee is a person who was
or is made a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any Proceeding (other than an
action by or in the right of the Indemnitee (unless approved in advance in
writing by the Company's Board of Directors), the Company or CHS/Community
Health
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Systems, Inc., as the case may be) by reason of (a) the fact that Indemnitee is
or was an Officer or Director of the Company or any other entity which
Indemnitee is or was or will be serving at the request of the Company or
CHS/Community Health Systems, Inc., as the case may be, or (b) anything done or
not done by Indemnitee in any such capacity.
5. ACTIONS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall be
entitled to the indemnification rights provided herein if Indemnitee is a person
who was or is a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any Proceeding brought by or in
the right of the Company or CHS/Community Health Systems, Inc. to procure a
judgment in its favor by reason of (a) the fact that Indemnitee is or was an
Officer or Director of the Company or any Affiliate, or (b) anything done or not
done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee
shall be indemnified against Losses or Expenses incurred or suffered by
Indemnitee or on Indemnitee's behalf in connection with the defense or
settlement of any Proceeding if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company or CHS/Community Health Systems, Inc. Notwithstanding the foregoing
provisions of this Section, no such indemnification shall be made in respect of
any claim, issue or matter as to which Delaware law expressly prohibits such
indemnification by reason of an adjudication of liability of Indemnitee to the
Company or CHS/Community Health Systems, Inc. unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such Losses and
Expenses which the Court of Chancery or such other court shall deem proper.
6. INDEMNIFICATION FOR LOSSES AND EXPENSES OF PARTY WHO IS WHOLLY OR
PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee has been wholly successful on the merits or otherwise in
any Proceeding referred to in Sections 3, 4 or 5 hereof on any claim, issue or
matter therein, Indemnitee shall be indemnified against all Losses and Expenses
incurred by Indemnitee or on Indemnitee's behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company and CHS/Community Health Systems, Inc.
jointly and severally agree to indemnify Indemnitee to the maximum extent
permitted by law against all Losses and Expenses incurred by Indemnitee in
connection with each successfully resolved claim, issue or matter. In any review
or Proceeding to determine the extent of indemnification, the Company shall bear
the burden of proving any lack of success and which amounts sought in indemnity
are allocable to claims, issues or matters which were not successfully resolved.
For purposes of this Section and without limitation, the termination of any such
claim, issue or matter by dismissal with or without prejudice shall be deemed to
be a successful resolution as to such claim, issue or matter.
7. PAYMENT FOR EXPENSES OF A WITNESS. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of the
fact that Indemnitee is or was an Officer or Director of the Company or any
Affiliate, as the case may be, a witness in any
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Proceeding, the Company and CHS/Community Health Systems, Inc. jointly and
severally agree to pay to Indemnitee all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee's behalf in connection therewith.
8. ADVANCEMENT OF EXPENSES AND COSTS. All Expenses incurred by or on
behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by
Indemnitee within three months) in connection with any Proceeding shall be paid
by the Company or CHS/Community Health Systems, Inc. in advance of the final
disposition of such Proceeding within twenty days after the receipt by the
Company or CHS/Community Health Systems, Inc. of a statement or statements from
Indemnitee requesting from time to time such advance or advances, whether or not
a determination to indemnify has been made under Section 9. Indemnitee's
entitlement to such advancement of Expenses shall include those incurred in
connection with any Proceeding by Indemnitee seeking an adjudication or award in
arbitration pursuant to this Agreement. The financial ability of Indemnitee to
repay an advance shall not be a prerequisite to the making of such advance. Such
statement or statements shall reasonably evidence such Expenses incurred (or
reasonably expected to be incurred) by Indemnitee in connection therewith and
shall include or be accompanied by a written undertaking by or on behalf of
Indemnitee to repay such amount if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified therefor pursuant to the terms of
this Agreement.
9. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.
(a) When seeking indemnification under this Agreement (which
shall not include in any case the right of Indemnitee to receive payments
pursuant to Section 7 and Section 8 hereof, which shall not be subject to this
Section 9), Indemnitee shall submit a written request for indemnification to the
Company and CHS/Community Health Systems, Inc. Determination of Indemnitee's
entitlement to indemnification shall be made promptly, but in no event later
than 60 days after receipt by the Company and CHS/Community Health Systems, Inc.
of Indemnitee's written request for indemnification. The Secretary of the
Company shall, promptly upon receipt of Indemnitee's request for
indemnification, advise the Board that Indemnitee has made such request for
indemnification.
(b) The entitlement of Indemnitee to indemnification under
this Agreement shall be determined, with respect to a person who is a director
or officer at the time of such determination, in the specific case (1) by the
Board of Directors by a majority vote of the Disinterested Directors, even
though less than a quorum, or (2) by a committee of the Disinterested Directors
designated by majority vote of the Disinterested Directors, even though less
than a quorum, or (3) if there are no Disinterested Directors, or if such
Disinterested Directors so direct, by Independent Counsel, or (4) by the
stockholders. The entitlement of the Indemnitee to indemnification shall be
determined with respect to any person who is not a director or officer at the
time of such determination by any means reasonably determined by the Company.
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(c) In the event the determination of entitlement is to be
made by Independent Counsel, such Independent Counsel shall be selected by the
Board and the Board of Directors of CHS/Community Health Systems, Inc. and
approved by Indemnitee. Upon failure of the Board and the Board of Directors of
CHS/Community Health Systems, Inc. to so select such Independent Counsel or upon
failure of Indemnitee to so approve, such Independent Counsel shall be selected
by the American Arbitration Association of New York, New York or such other
person as such Association shall designate to make such selection.
(d) If a determination is made pursuant to Section 9(b) is
that Indemnitee is not entitled to indemnification to the full extent of
Indemnitee's request, Indemnitee shall have the right to seek entitlement to
indemnification in accordance with the procedures set forth in Section 10
hereof.
(e) If a determination with respect to entitlement to
indemnification shall not have been made within 60 days after receipt by the
Company and CHS/Community Health Systems, Inc. of such request, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be absolutely entitled to such indemnification, absent
(i) misrepresentation by Indemnitee of a material fact in the request for
indemnification or (ii) a final judicial determination that all or any part of
such indemnification is expressly prohibited by law.
(f) The termination of any Proceeding by judgment, order,
settlement or conviction, or upon a plea of NOLO CONTENDERE or its equivalent,
shall not, of itself, adversely affect the rights of Indemnitee to
indemnification hereunder except as may be specifically provided herein, or
create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company or CHS/Community Health Systems, Inc., as the case may
be, or create a presumption that (with respect to any criminal action or
proceeding) Indemnitee had reasonable cause to believe that Indemnitee's conduct
was unlawful.
(g) For purposes of any determination of good faith hereunder,
Indemnitee shall be deemed to have acted in good faith if in taking such action
Indemnitee relied on the records or books of account of the Company or an
Affiliate, including financial statements, or on information supplied to
Indemnitee by the officers of the Company or an Affiliate in the course of their
duties, or on the advice of legal counsel for the Company or an Affiliate or on
information or records given or reports made to the Company or an Affiliate by
an independent certified public accountant or by an appraiser or other expert
selected with reasonable care to the Company or an Affiliate. The Company shall
have the burden of establishing the absence of good faith. The provisions of
this Section 9(g) shall not be deemed to be exclusive or to limit in any way the
other circumstances in which Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.
(h) The knowledge and/or actions, or failure to act, of any
other director, officer, agent or employee of the Company or an Affiliate shall
not be imputed to Indemnitee for purposes of determining the right to
indemnification under this Agreement.
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10. REMEDIES IN CASES OF DETERMINATION NOT TO INDEMNIFY OR TO
ADVANCE EXPENSES.
(a) In the event that (i) a determination is made that
Indemnitee is not entitled to indemnification hereunder, (ii) advances are not
made pursuant to Section 8 hereof or (iii) payment has not been timely made
following a determination of entitlement to indemnification pursuant to Section
9 hereof, Indemnitee shall be entitled to seek a final adjudication either
through an arbitration proceeding or in an appropriate court of the State of
Delaware or any other court of competent jurisdiction of Indemnitee's
entitlement to such indemnification or advance.
(b) In the event a determination has been made in accordance
with the procedures set forth in Section 9 hereof, in whole or in part, that
Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration referred to in Section 10(a) shall be DE NOVO and Indemnitee shall
not be prejudiced by reason of any such prior determination that Indemnitee is
not entitled to indemnification, and the Company shall bear the burdens of proof
specified in Sections 6 and 9 hereof in such proceeding.
(c) If a determination is made or deemed to have been made
pursuant to the terms of Section 9 or 10 hereof that Indemnitee is entitled to
indemnification, the Company and CHS/Community Health Systems, Inc. shall be
bound by such determination in any judicial proceeding or arbitration in the
absence of (i) a misrepresentation of a material fact by Indemnitee or (ii) a
final judicial determination that all or any part of such indemnification is
expressly prohibited by law.
(d) To the extent deemed appropriate by the court, interest
shall be paid by the Company or CHS/Community Health Systems, Inc., or both, to
Indemnitee at a reasonable interest rate for amounts which the Company or
CHS/Community Health Systems, Inc., or both, indemnifies or is obliged to
indemnify Indemnitee for the period commencing with the date on which Indemnitee
requested indemnification (or reimbursement or advancement of any Expenses) and
ending with the date on which such payment is made to Indemnitee by the Company
or CHS/Community Health Systems, Inc., or both.
11. EXPENSES INCURRED BY INDEMNITEE TO ENFORCE THIS AGREEMENT. All
Expenses incurred by Indemnitee in connection with the preparation and
submission of Indemnitee's request for indemnification hereunder shall be
jointly and severally borne by the Company and CHS/Community Health Systems,
Inc. In the event that Indemnitee is a party to or intervenes in any proceeding
in which the validity or enforceability of this Agreement is at issue or seeks
an adjudication to enforce Indemnitee's rights under, or to recover damages for
breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole in such
action, shall be entitled to recover from the Company and CHS/Community Health
Systems, Inc., and shall be jointly and severally indemnified by the Company and
CHS/Community Health Systems, Inc. against, any Expenses incurred by Indemnitee.
If it is determined that Indemnitee is entitled to indemnification for part (but
not all) of the indemnification so requested, Expenses incurred in seeking
enforcement of such partial indemnification shall be reasonably prorated among
the
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claims, issues or matters for which Indemnitee is entitled to indemnification
and for claims, issues or matters for which Indemnitee is not so entitled.
12. NON-EXCLUSIVITY. The rights of indemnification and to receive
advances as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under any law,
certificate of incorporation, by-law, other agreement, vote of stockholders or
resolution of directors or otherwise, both as to action in Indemnitee's official
capacity and as to action in another capacity while holding such office. To the
extent Indemnitee would be prejudiced thereby, no amendment, alteration,
rescission or replacement of this Agreement or any provision hereof shall be
effective as to Indemnitee with respect to any action taken or omitted by such
Indemnitee in Indemnitee's position with the Company or an Affiliate or any
other entity which Indemnitee is or was serving at the request of the Company or
CHS/Community Health Systems, Inc. prior to such amendment, alteration,
rescission or replacement.
13. DURATION OF AGREEMENT. This Agreement shall apply to any claim
asserted and any Losses and Expenses incurred in connection with any claim
asserted on or after the effective date of this Agreement and shall continue
until and terminate upon the later of: (a) ten years after Indemnitee has ceased
to occupy any of the positions or have any of the relationships described in
Section 3, 4 or 5 hereof; or (b) one year after the final termination of all
pending or threatened Proceedings of the kind described herein with respect to
Indemnitee. This Agreement shall be binding upon the Company and CHS/Community
Health Systems, Inc. and their respective successors and assigns and shall inure
to the benefit of Indemnitee and Indemnitee's spouse, assigns, heirs, devisee,
executors, administrators or other legal representatives.
14. MAINTENANCE OF D&O INSURANCE.
(a) The Company and CHS/Community Health Systems, Inc. each
hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall
continue to serve as an Officer or Director of the Company and thereafter so
long as Indemnitee shall be subject to any possible claim or threatened, pending
or completed Proceeding, whether civil, criminal or investigative, by reason of
the fact that Indemnitee was an Officer or Director of the Company or any other
entity which Indemnitee was serving at the request of the Company or
CHS/Community Health Systems, Inc., the Company and CHS/Community Health
Systems, Inc. shall maintain in full force and effect (i) the directors' and
officers' liability insurance issued by the insurer and having the policy amount
and deductible as currently in effect with respect to directors and officers of
the Company or any of its subsidiaries and (ii) any replacement or substitute
policies issued by one or more reputable insurers providing in all respects
coverage at least comparable to and in the same amount as that currently
provided under such existing policy (collectively, "D&O Insurance").
(b) In all policies of D&O Insurance, Indemnitee shall be
named as an insured in such a manner as to provide Indemnitee the same rights
and benefits, subject to the same limitations, as are accorded to the Company's
directors or officers most favorably insured by such policy.
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(c) Notwithstanding anything to the contrary set forth in (a)
above, the Company and CHS/Community Health Systems, Inc. shall have no
obligation to maintain D&O Insurance if the Company and CHS/Community Health
Systems, Inc. determine in good faith that such insurance is not reasonably
available, the premium cost for such insurance is disproportionate to the amount
of coverage provided or the coverage provided by such insurance is limited by
exclusions so as to provide an insufficient benefit.
15. SEVERABILITY. Should any part, term or condition hereof be
declared illegal or unenforceable or in conflict with any other law, the
validity of the remaining portions or provisions hereof shall not be affected
thereby, and the illegal or unenforceable portions hereof shall be and hereby
are redrafted to conform with applicable law, while leaving the remaining
portions hereof intact.
16. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
17. HEADINGS. Section headings are for convenience only and do
not control or affect meaning or interpretation of any terms or provisions
hereof.
18. MODIFICATION AND WAIVER. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by each
of the parties hereto.
19. NO DUPLICATIVE PAYMENT. The Company and CHS/Community Health
Systems, Inc. shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee
has otherwise actually received such payment (net of Expenses incurred in
collecting such payment) under any insurance policy, contract, agreement or
otherwise.
20. NOTICES. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when mailed,
enclosed in a registered or certified postpaid envelope, in any general or
branch office of the United States Postal Service, or sent by Federal Express or
other similar overnight courier service, addressed to the address of the parties
stated below or to such changed address as such party may have fixed by notice
or, if given by telecopier, when such telecopy is transmitted and the
appropriate answerback is received.
(a) If to Indemnitee, to the address appearing on the signature
page hereof.
(b) If to the Company or CHS/Community Health Systems, Inc. to:
Community Health Systems, Inc.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Vice President and General Counsel
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21. GOVERNING LAW. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of Delaware without regard to its conflicts of law rules.
22. ENTIRE AGREEMENT. Subject to the provisions of Section 12
hereof, this Agreement constitutes the entire understanding between the parties
and supersedes all proposals, commitments, writings, negotiations and
understandings, oral and written, and all other communications between the
parties relating to the subject matter hereof. This Agreement may not be amended
or otherwise modified except in writing duly executed by all of the parties. A
waiver by any party of any breach or violation of this Agreement shall not be
deemed or construed as a waiver of any subsequent breach or violation thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
COMMUNITY HEALTH SYSTEMS, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
CHS/COMMUNITY HEALTH SYSTEMS, INC.
By:____________________________________
Name:__________________________________
Title:_________________________________
INDEMNITEE
Name:___________________________________
Address:________________________________
City and State:_________________________
Telecopier Number:______________________
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