uhs-ex42_47.htm



Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

This SECOND SUPPLEMENTAL INDENTURE, dated as of November 4, 2022 (this “Supplemental Indenture”), among Universal Health Services, Inc., a Delaware corporation (the “Issuer”), each of the direct or indirect subsidiaries of the Issuer identified on Schedule 1 attached hereto as a guaranteeing subsidiary (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture (defined below)), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of August 24, 2021 (the “Indenture”), providing for the issuance of (i) 1.650% Senior Secured Notes due 2026 and (ii) 2.650% Senior Secured Notes due 2032 (collectively, the “Notes”);

WHEREAS, the Issuer, the Guarantors and the Guaranteeing Subsidiaries have authorized the execution and delivery of this Supplemental Indenture, and all things necessary to make this Supplemental Indenture a valid agreement of the Issuer, the Guarantors, the Guaranteeing Subsidiaries and the Collateral Agent have been done;

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; 

WHEREAS, Section 9.01(a)(5) of the Indenture provides that the Trustee may amend the Indenture to add a Guarantor of the Notes; 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 parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Guarantor. Each Guaranteeing Subsidiary hereby agrees to be a Guarantor under this Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article 10 thereof.  As of the date hereof, each Guaranteeing Subsidiary will be a Secured Guarantor.

3.Ratification of the Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

 



 

4.Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.Waiver of Jury Trial.  EACH OF THE ISSUER, EACH GUARANTOR, EACH GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

6.Counterparts.  The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7.Headings.  The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signature Page of Supplemental Indenture Follows]

 

 

2



 

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

ISSUER:

 

UNIVERSAL HEALTH SERVICES, INC., 

as Issuer

 

 

By:/s/ Steve Filton

Name:Steve Filton

Title:Executive Vice President, Chief Financial Officer

and Secretary

 

TRUSTEE:

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

 

 

By:/s/ Gregory P. Guim

Name:Gregory P. Guim

Title:Vice President

 




3



 

 

GUARANTEEING SUBSIDIARIES: 

 

 

DISTRICT HOSPITAL PARTNERS, L.P.

 

By: UHS of D.C., Inc., its General Partner 

 

 

By:      /s/ Steve Filton

Name: Steve Filton

Title:   Vice President

 

 

PASTEUR HEALTHCARE PROPERTIES, LLC

 

By: UHS of Delaware, Inc., its Sole Member

 

 

By:      /s/ Steve Filton

Name: Steve Filton

Title:   Executive Vice President and Chief Financial Officer

 

 

UHS CAPITOL ACQUISITION, LLC 

 

By: UHS of Delaware, Inc., its Sole Member

 

 

By:      /s/ Steve Filton

Name: Steve Filton

Title:   Executive Vice President and Chief Financial 

Officer

 

GUARANTORS:

 

[Guarantor signature blocks begin on the following page]

 

 

 

4



 

 

UHS OF DELAWARE, INC.

 

 

By:      /s/ Steve Filton

Name: Steve Filton


	
 
	

	
Title:   Executive Vice President and Chief  Financial Officer




 

5



 

 



LANCASTER HOSPITAL CORPORATION 

MERION BUILDING MANAGEMENT, INC. 

NORTHWEST TEXAS HEALTHCARE SYSTEM, INC.

UHS HOLDING COMPANY, INC. 

UHS OF CORNERSTONE, INC.

UHS OF CORNERSTONE HOLDINGS, INC. 

UHS OF D.C., INC.

UHS-CORONA, INC.

UNIVERSAL HEALTH SERVICES OF PALMDALE, INC.

VALLEY HOSPITAL MEDICAL CENTER, INC.  



MCALLEN MEDICAL CENTER, INC.

SPARKS FAMILY HOSPITAL, INC.

UHS OF RIVER PARISHES, INC.

UHS OF TEXOMA, INC.

UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC.

 

 

 

By:        /s/ Steve Filton

Name: Steve Filton 

Title:Vice President

 


 

 

6



 

 



ABS LINCS SC, INC.

ABS LINCS VA, INC.

ALLIANCE HEALTH CENTER, INC.

ALTERNATIVE BEHAVIORAL SERVICES, INC. 

ASCEND HEALTH CORPORATION

BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.

BHC ALHAMBRA HOSPITAL, INC.

BHC BELMONT PINES HOSPITAL, INC.

BHC FAIRFAX HOSPITAL, INC.

BHC FOX RUN HOSPITAL, INC.

BHC FREMONT HOSPITAL, INC.

BHC HEALTH SERVICES OF NEVADA, INC.

BHC HERITAGE OAKS HOSPITAL, INC.

BHC HOLDINGS, INC.

BHC INTERMOUNTAIN HOSPITAL, INC.

BHC MONTEVISTA HOSPITAL, INC.

BHC SIERRA VISTA HOSPITAL, INC.

BHC STREAMWOOD HOSPITAL, INC.

BRENTWOOD ACQUISITION, INC.

BRENTWOOD ACQUISITION - SHREVEPORT, INC. 

BRYNN MARR HOSPITAL, INC.

CALVARY CENTER, INC.

CANYON RIDGE HOSPITAL, INC.

CCS/LANSING, INC.

CEDAR SPRINGS HOSPITAL, INC.

CHILDREN’S COMPREHENSIVE SERVICES, INC.

DEL AMO HOSPITAL, INC.

FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH

FORT LAUDERDALE HOSPITAL, INC.

FRN, INC.

FRONTLINE BEHAVIORAL HEALTH, INC.

GREAT PLAINS HOSPITAL, INC.

GULF COAST TREATMENT CENTER, INC.

H. C. CORPORATION

HARBOR POINT BEHAVIORAL HEALTH CENTER, INC.

HAVENWYCK HOSPITAL INC.

HHC AUGUSTA, INC.

HHC DELAWARE, INC.

HHC INDIANA, INC.

HHC OHIO, INC.

HHC RIVER PARK, INC.

HHC SOUTH CAROLINA, INC.

HHC ST. SIMONS, INC.

HORIZON HEALTH AUSTIN, INC.



HORIZON HEALTH CORPORATION 

HSA HILL CREST CORPORATION

KIDS BEHAVIORAL HEALTH OF UTAH, INC.

LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC. 

MERIDELL ACHIEVEMENT CENTER, INC.

MICHIGAN PSYCHIATRIC SERVICES, INC.

NORTH SPRING BEHAVIORAL HEALTHCARE, INC. 

OAK PLAINS ACADEMY OF TENNESSEE, INC.

PARK HEALTHCARE COMPANY

PENNSYLVANIA CLINICAL SCHOOLS, INC.

PREMIER BEHAVIORAL SOLUTIONS, INC.

PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC. 

PSYCHIATRIC SOLUTIONS, INC.

PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.

RAMSAY YOUTH SERVICES OF GEORGIA, INC. 

RIVER OAKS, INC.

RIVEREDGE HOSPITAL HOLDINGS, INC.

SOUTHEASTERN HOSPITAL CORPORATION

SPRINGFIELD HOSPITAL, INC.

STONINGTON BEHAVIORAL HEALTH, INC.

SUMMIT OAKS HOSPITAL, INC.

TEMECULA VALLEY HOSPITAL, INC.

TEMPLE BEHAVIORAL HEALTHCARE HOSPITAL, INC.

TEXAS HOSPITAL HOLDINGS, INC.

THE ARBOUR, INC.

TWO RIVERS PSYCHIATRIC HOSPITAL, INC. 

UHS CHILDREN SERVICES, INC.

UHS OF DENVER, INC.

UHS OF FAIRMOUNT, INC. 

UHS OF FULLER, INC.

UHS OF GEORGIA, INC.

UHS OF GEORGIA HOLDINGS, INC.

UHS OF HAMPTON, INC.

UHS OF HARTGROVE, INC

UHS OF PARKWOOD, INC.

UHS OF PENNSYLVANIA, INC.

UHS OF PROVO CANYON, INC.

UHS OF PUERTO RICO, INC.

UHS OF SPRING MOUNTAIN, INC.



7



 



UHS OF TIMBERLAWN, INC.

UHS OF TIMPANOGOS, INC.

UHS OF WESTWOOD PEMBROKE, INC.

UHS OF WYOMING, INC.

UHS SAHARA, INC.

UNITED HEALTHCARE OF HARDIN, INC.

WINDMOOR HEALTHCARE INC.

WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.

WISCONSIN AVENUE PSYCHIATRIC CENTER, INC.



UHS OF MADERA, INC.

FOREST VIEW PSYCHIATRIC HOSPITAL, INC.

 

 

 

 

 

By:       /s/ Steve Filton

Name:Steve Filton 

Title:Vice President

 


 

 

8



 

 

AIKEN REGIONAL MEDICAL CENTERS, LLC

LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC

PALM POINT BEHAVIORAL HEALTH, LLC

TENNESSEE CLINICAL SCHOOLS, LLC

THE BRIDGEWAY, LLC

TURNING POINT CARE CENTER, LLC

UHS OF BENTON, LLC

UHS OF BOWLING GREEN, LLC

UHS OF GREENVILLE, LLC

UHS OF LAKESIDE, LLC

UHS OF PHOENIX, LLC

UHS OF RIDGE, LLC

UHS OF ROCKFORD, LLC

UHS OF TUCSON, LLC

UHS SUB III, LLC

UHSD, L.L.C.

WELLINGTON REGIONAL MEDICAL CENTER, LLC

By: Universal Health Services, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton


	
 
	
Title:
	
Executive Vice President, Secretary and Chief Financial                     Officer




 

9



 

 

FORT DUNCAN MEDICAL CENTER, L.P.

By: Fort Duncan Medical Center, Inc.
Its general partner


By:       /s/ Steve Filton

Name:Steve Filton 

Title:Vice President

 

 

 

 

10



 

 

FRONTLINE HOSPITAL, LLC
FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC

By: Frontline Behavioral Health, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton 
Title:Vice President

 

11



 

 

KEYS GROUP HOLDINGS LLC

By: UHS Children Services, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

12



 

 

KEYSTONE/CCS PARTNERS LLC

By: Children’s Comprehensive Services, Inc.
Its Minority Member

 

By: KEYS Group Holdings LLC
Its Managing Member and sole member of the minority member

 

By: UHS Children Services, Inc.
Its sole member




By:       /s/ Steve Filton

Name:Steve Filton 

Title:Vice President

 

13



 

 

KEYSTONE CONTINUUM, LLC
KEYSTONE NPS LLC
KEYSTONE RICHLAND CENTER LLC

By: Keystone/CCS Partners LLC 
Its sole member


By: Children’s Comprehensive Services, Inc.
Its minority member


By: KEYS Group Holdings LLC
Its managing member and sole member of the minority member


By: UHS Children Services, Inc.
Its sole member


 


	
 
	
By:
	
___/s/ Steve Filton_________________________________




Name:Steve Filton
Title:Vice President

 

14



 

 

KEYSTONE EDUCATION AND YOUTH SERVICES, LLC

By: KEYS Group Holdings LLC
Its sole member


By: UHS Children Services, Inc.
Its sole member


 

By:        /s/ Steve Filton

Name:Steve Filton 
Title:Vice President

 

15



 

 

KEYSTONE MARION, LLC
KEYSTONE MEMPHIS, LLC 
KEYSTONE NEWPORT NEWS, LLC 
KEYSTONE WSNC, L.L.C.

By: Keystone Education and Youth Services, LLC
Its sole member


By: KEYS Group Holdings LLC
Its sole member


By: UHS Children Services, Inc.
Its sole member


 

By:        /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

16



 

 

MANATEE MEMORIAL HOSPITAL, L.P.

By: Wellington Regional Medical Center, LLC
Its general partner

 

By: Universal Health Services, Inc., 

Its sole member


By:       /s/ Steve Filton

Name:Steve Filton 

Title:Executive Vice President, Secretary and Chief Financial

Officer 




 

17



 

 

MCALLEN HOSPITALS, L.P.

By: McAllen Medical Center, Inc.
Its general partner


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

18



 

 

PENDLETON METHODIST HOSPITAL, L.L.C.

By: UHS of River Parishes, Inc.
Its managing member


By:       /s/ Steve Filton

Name:Steve Filton

Title:Vice President

 

19



 

 

 

GULPH MILLS ASSOCIATES, LLC

TBD ACQUISITION II, LLC

UHS KENTUCKY HOLDINGS, L.L.C.

UHS OF LANCASTER, LLC

UHS OF NEW ORLEANS, LLC

UHS OF OKLAHOMA, LLC

UHSL, L.L.C.

AZ HOLDING 4, LLC

UHS MIDWEST BEHAVIORAL HEALTH, LLC

RIVERSIDE MEDICAL CLINIC PATIENT SERVICES, L.L.C.


By: UHS of Delaware, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton

Title:Executive Vice President and Chief Financial Officer 

 

20



 

 

UHS OF ANCHOR, L.P.
UHS OF LAUREL HEIGHTS, L.P. 
UHS OF PEACHFORD, L.P.

By: UHS of Georgia, Inc.
Its general partner


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

21



 

 

UHS OF CENTENNIAL PEAKS, L.L.C.

By: UHS of Denver, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton

Title:Vice President

 

22



 

 

UHS OF DOVER, L.L.C.

By: UHS of Rockford, LLC 
Its sole member

 

By: Universal Health Services, Inc.

Its sole member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial

Officer 

 

23



 

 

UHS OF DOYLESTOWN, L.L.C.

By: UHS of Pennsylvania, Inc. 
Its sole member



By:       /s/ Steve Filton

Name: Steve Filton
Title:Vice President

 

24



 

 

UHS OF SALT LAKE CITY, L.L.C.

By: UHS of Provo Canyon, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

25



 

 

UHS OF SAVANNAH, L.L.C.

By: UHS of Georgia Holdings, Inc. 
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton 
Title:Vice President

 

26



 

 

UHS OKLAHOMA CITY LLC 

UHS OF SPRINGWOODS, L.L.C.

By: UHS of New Orleans, LLC
Its sole member

 

By: UHS of Delaware, Inc.

Its sole member

 

 

By:       /s/ Steve Filton

Name: Steve Filton
Title:Executive Vice President and Chief Financial Officer 

 

 

27



 

 

UHS OF SUMMITRIDGE, L.L.C.

By: UHS of Peachford, L.P.
Its sole member


By: UHS of Georgia, Inc.
Its general partner



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

28



 

 

PSYCHIATRIC SOLUTIONS HOSPITALS, LLC

By: Psychiatric Solutions, Inc. 
Its Sole Member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

29



 

 

DIAMOND GROVE CENTER, LLC

KMI ACQUISITION, LLC 
LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC

PSJ ACQUISITION, LLC
SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM,

LLC

SUNSTONE BEHAVIORAL HEALTH, LLC

TBD ACQUISITION, LLC

By: Psychiatric Solutions Hospitals, LLC
Its Sole Member


By: Psychiatric Solutions, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

30



 

 

ATLANTIC SHORES HOSPITAL, LLC
EMERALD COAST BEHAVIORAL HOSPITAL, LLC 

OCALA BEHAVIORAL HEALTH, LLC 

PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC

RAMSAY MANAGED CARE, LLC 
SAMSON PROPERTIES, LLC 
TBJ BEHAVIORAL CENTER, LLC 
THREE RIVERS HEALTHCARE GROUP, LLC 
WEKIVA SPRINGS CENTER, LLC

ZEUS ENDEAVORS, LLC


By: Premier Behavioral Solutions, Inc.
Its Sole Member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

31



 

 

PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.


By: Palmetto Behavioral Health Holdings, LLC
Its Sole Member

 

By: Premier Behavioral Solutions, Inc.
Its Sole Member




By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

32



 

 

PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, 

L.L.C.


By: Palmetto Behavioral Health System, L.L.C.
Its Sole Member


By: Palmetto Behavioral Health Holdings, LLC
Its Sole Member


By: Premier Behavioral Solutions, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

33



 

 

SP BEHAVIORAL, LLC
UNIVERSITY BEHAVIORAL, LLC


By: Ramsay Managed Care, LLC
Its Sole Member


By: Premier Behavioral Solutions, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

34



 

 

THREE RIVERS BEHAVIORAL HEALTH, LLC


By: Three Rivers Healthcare Group, LLC
Its Sole Member


By: Premier Behavioral Solutions, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

35



 

 

THE NATIONAL DEAF ACADEMY, LLC

By: Zeus Endeavors, LLC
Its Sole Member


By: Premier Behavioral Solutions, Inc.
Its Sole Member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

36



 

 

WILLOW SPRINGS, LLC

By: BHC Health Services of Nevada, Inc.
Its Sole Member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

37



 

 

BEHAVIORAL HEALTHCARE LLC


By: BHC Holdings, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

38



 

 

BHC PINNACLE POINTE HOSPITAL, LLC

BHC PROPERTIES, LLC

COLUMBUS HOSPITAL PARTNERS, LLC

HOLLY HILL HOSPITAL, LLC
LEBANON HOSPITAL PARTNERS, LLC
NORTHERN INDIANA PARTNERS, LLC

ROLLING HILLS HOSPITAL, LLC
VALLE VISTA HOSPITAL PARTNERS, LLC

By: Behavioral Healthcare LLC
Its Sole Member


By: BHC Holdings, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

39



 

 

BHC MESILLA VALLEY HOSPITAL, LLC

BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC

CUMBERLAND HOSPITAL PARTNERS, LLC


By: BHC Properties, LLC
Its Sole Member


By: Behavioral Healthcare LLC
Its Sole Member


By: BHC Holdings, Inc. 
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

40



 

 

CUMBERLAND HOSPITAL, LLC


By: Cumberland Hospital Partners, LLC
Its Managing Member


By: BHC Properties, LLC
Its Minority Member and Sole Member of the Managing Member


By: Behavioral Healthcare LLC
Its Sole Member


By: BHC Holdings, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President


 

 

41



 

 

VALLE VISTA, LLC

By: BHC of Indiana, General Partnership
Its Sole Member


By: Columbus Hospital Partners, LLC
Its General Partner


By: Lebanon Hospital Partners, LLC
Its General Partner


By: Northern Indiana Partners, LLC
Its General Partner


By: Valle Vista Hospital Partners, LLC
Its General Partner


By: Behavioral Healthcare LLC
The Sole Member of each of the above General Partners


By: BHC Holdings, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton 
Title:Vice President

 

42



 

 

WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC

By: Wellstone Holdings, Inc.
Its Minority Member


By: Behavioral Healthcare LLC
Its Managing Member and Sole Member of the Minority Member


By: BHC Holdings, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

43



 

 

HORIZON HEALTH HOSPITAL SERVICES, LLC
HORIZON MENTAL HEALTH MANAGEMENT, LLC 

By: Horizon Health Corporation
Its Sole Member



By:      /s/ Steve Filton

Name:Steve Filton 
Title:Vice President

 

44



 

 

HHC PENNSYLVANIA, LLC

HHC POPLAR SPRINGS, LLC

KINGWOOD PINES HOSPITAL, LLC
SCHICK SHADEL OF FLORIDA, LLC

TOLEDO HOLDING CO., LLC

By: Horizon Health Hospital Services, LLC
Its Sole Member


By: Horizon Health Corporation
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

45



 

 

HICKORY TRAIL HOSPITAL, L.P.
MILLWOOD HOSPITAL, L.P.

NEURO INSTITUTE OF AUSTIN, L.P.
TEXAS CYPRESS CREEK HOSPITAL, L.P.
TEXAS LAUREL RIDGE HOSPITAL, L.P.
TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P.

TEXAS SAN MARCOS TREATMENT CENTER, L.P. 

TEXAS WEST OAKS HOSPITAL, L.P.

By: Texas Hospital Holdings, LLC
Its General Partner


By: Psychiatric Solutions Hospitals, LLC
Its Sole Member


By: Psychiatric Solutions, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

46



 

 

SHC-KPH, LP

By: HHC Kingwood Investment, LLC
Its General Partner


By: Horizon Health Hospital Services, LLC 
Sole member of the General Partner


By: Horizon Health Corporation
Its sole member



By:         /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

47



 

 

H.C. PARTNERSHIP

By: H. C. Corporation
Its General Partner



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President


By: HSA Hill Crest Corporation
Its General Partner


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

48



 

 

BHC OF INDIANA, GENERAL PARTNERSHIP

By: Columbus Hospital Partners, LLC
Its General Partner


By: Lebanon Hospital Partners, LLC
Its General Partner


By: Northern Indiana Partners, LLC
Its General Partner


By: Valle Vista Hospital Partners, LLC
Its General Partner


By: BHC Healthcare, LLC
The Sole Member of each of the above General Partners


By: BHC Holdings, Inc.
Its Sole Member



By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

49



 

 

INDEPENDENCE PHYSICIAN MANAGEMENT, LLC

By: UHS of Fairmount, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President




50



 

 

Behavioral Health Management, LLC

Behavioral Health Realty, LLC

CAT Realty, LLC

CAT Seattle, LLC

MAYHILL BEHAVIORAL HEALTH, LLC

Psychiatric Realty, LLC

RR RECOVERY, LLC

Salt Lake Behavioral Health, LLC

Salt Lake Psychiatric Realty, LLC

UBH OF OREGON, LLC

UBH of Phoenix, LLC

UBH of Phoenix Realty, LLC

University Behavioral Health of El Paso, LLC

By: Ascend Health Corporation
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 




51



 

 

GARFIELD PARK HOSPITAL, LLC

By: UHS of Hartgrove, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

52



 

 

abs lincs ky, llc
HUGHES CENTER, LLC


By: Alternative Behavioral Services, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

 

 

53



 

 

VALLEY HEALTH SYSTEM LLC

 

By: Valley Hospital Medical Center, Inc.

Its sole member

 

 

By:      /s/ Steve Filton

Name: Steve Filton
Title:    Vice President

 

 

 

54



 

 

UHP LP

 

By: Island 77 LLC

Its general partner

 

By: Ascend Health Corporation

Its sole member

 

 

By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

55



 

 

BEACH 77 LP

 

By: 2026 W. University Properties, LLC

Its general partner

 

By: Ascend Health Corporation

Its sole member

 

 

By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

56



 

 

CORAL SHORES BEHAVIORAL HEALTH, LLC


By: Children’s Comprehensive Services, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

57



 

 

DVH HOSPITAL ALLIANCE LLC

 

By: UHS Holding Company, Inc.
Its sole member


By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President

 

58



 

 

 

 

DHP 2131 K ST, LLC

 

By: Universal Health Services, Inc.

Its sole member

 


By:     /s/ Steve Filton

Name: Steve Filton
Title: Executive Vice President, Secretary and Chief Financial

          Officer

 

59



 

 

 

UHS FUNDING, LLC

 

By: UHS of Delaware, Inc.

Its majority member

 


By:           /s/ Steve Filton

      Name: Steve Filton
      Title: Executive Vice President and Chief Financial Officer

 

By: Universal Health Services, Inc.

Its minority member

 


By:            /s/ Steve Filton

       Name: Steve Filton
       Title: Executive Vice President, Chief Financial Officer and Secretary

 

    

 

60



 

 

 

MILWAUKEE BEHAVIORAL HEALTH, LLC

 

By: UHS of Delaware, Inc.

Its minority member

 


By:       /s/ Steve Filton

Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer

 

By: UHS Funding, LLC

Its majority member

 

By: UHS of Delaware, Inc.

Its majority member

 


By:       /s/ Steve Filton

Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer

 

61



 

 

FANNIN MANAGEMENT SERVICES, LLC

By: UHS of Texoma, Inc.
Its sole member

By:      /s/ Steve Filton

Name:Steve Filton
Title:Vice President




1



 

 

 

 

RIDGE OUTPATIENT COUNSELING, L.L.C.

By: UHS of Ridge, LLC
Its sole member

By:       /s/ Steve Filton

Name:Steve Filton
Title:Vice President




2



 

 

BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP

 

By: BHC of Indiana, General Partnership,

       its General Partner

By: Columbus Hospital Partners, LLC,

       its General Partner

By: Lebanon Hospital Partners, LLC,

       its General Partner

By: Northern Indiana Partners, LLC,

       its General Partner

By: Valle Vista Hospital Partners, LLC,

       its General Partner

 

By: BHC Healthcare, LLC,

       the Sole Member of each of the 

       above General Partners

 

By: BHC Holdings, Inc.

       its Sole Member

 

 

By: /s/ Steve Filton

Name: Steve Filton

Title:   Vice President

 

By: Indiana Psychiatric Institutes, LLC,

       its General Partner

 

By: BHC Healthcare, LLC,

       its Sole Member

 

By: BHC Holdings, Inc.

       its Sole Member

 

 

By: /s/ Steve Filton

Name: Steve Filton

Title:   Vice President

 

 

3



 

 

SCHEDULE 1

GUARANTEEING SUBSIDIARIES


	
 
	
1.
	
District Hospital Partners, L.P., a District of Columbia limited partnership 





	
 
	
2.
	
Pasteur Healthcare Properties, LLC a Delaware limited liability company





	
 
	
3.
	
UHS Capitol Acquisition, LLC, a Delaware limited liability company




 

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