Exhibit 4.1  EXECUTION
VERSION  THIRD
AMENDMENT TO CREDIT AGREEMENT  THIRD AMENDMENT TO
CREDIT AGREEMENT (this Third Amendment), dated as of April 28,
2010, among Magellan Health Services, Inc., a Delaware corporation (the Borrower),
certain Subsidiaries of the Borrower who are Subsidiary Guarantors, the lenders
party to the Credit Agreement referred to below (the Lenders) and
Deutsche Bank AG New York Branch, as administrative agent (in such capacity,
the Administrative Agent). Unless otherwise indicated, all capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings provided such terms in the Credit Agreement.  W I T N E S S E T H :  WHEREAS, the
Borrower, the Lenders and the Administrative Agent are parties to a Credit
Agreement, dated as of April 30, 2008, as amended as of November 12,
2008, and as further amended as of April 29, 2009 (as so amended, the Credit
Agreement); and  WHEREAS, the
Borrower has requested, and the Lenders have agreed, subject to the terms and
conditions of this Third Amendment, to amend the Credit Agreement as herein
provided;  NOW, THEREFORE, it
is agreed:  I.Amendments
and Agreements with respect to the Credit Agreement.  1.         Schedule V to the Credit Agreement is
hereby deleted in its entirety and replaced by Schedule V attached hereto.  2.         The parties hereto acknowledge and
agree that (i) the Total Revolving Loan Commitment shall remain in effect
on the Third Amendment Effective Date (as hereinafter defined) in the aggregate
amount of $80,000,000 (as same may be reduced from time to time after the Third
Amendment Effective Date in accordance with the terms of the Credit Agreement)
and (ii) the Revolving Loan Commitment of each Lender on the Third
Amendment Effective Date shall continue to be as set forth on Schedule I to the
Credit Agreement (as each such amount may be adjusted from time to time in
accordance with the Credit Agreement).  3.         Section 4.02 of the Credit
Agreement is hereby amended by inserting the following new clause (e) immediately
after clause (d) thereof:  (e)     If any Lender becomes a Defaulting Lender
at any time that any Letter of Credit is outstanding, the Borrower shall enter
into cash collateral arrangements satisfactory to the Administrative Agent and
each Issuing Lender no later than ten Business Days after the date the Borrower
is notified by the Administrative Agent that such Lender has become a
Defaulting Lender pursuant to which the Borrower shall cash collateralize such
Defaulting Lenders RL Percentage of all Letter of Credit Outstandings.


4.         Section 7.05(a) of the Credit
Agreement is hereby amended by inserting the following new sentence immediately
after the second sentence thereof:  The consolidated
balance sheet of the Borrower as at December 31, 2009, and the related
consolidated statements of income, cash flows and retained earnings of the
Borrower for the fiscal year ended December 31, 2009, copies of which have
been furnished to the Lenders prior to the Third Amendment Effective Date,
present fairly in all material respects the consolidated financial position of
the Borrower at the dates of such balance sheet and the consolidated results of
the operations of the Borrower for the period covered thereby.  5.         Section 7.05(b) of the Credit
Agreement is hereby amended by deleting the first sentence thereof and
inserting the following new first sentence in lieu thereof:  On and as of (x) the
Effective Date and after giving effect to the Transaction, (y) the Second
Amendment Effective Date and (z) the Third Amendment Effective Date, and
(in each case) after giving effect to all Indebtedness (including the Loans)
being issued, incurred or assumed and Liens created by the Credit Parties in
connection therewith, (i) the sum of the assets, at a fair valuation, of
the Borrower on a stand-alone basis and of the Borrower and its Subsidiaries
taken as a whole will exceed their respective debts, (ii) each of the
Borrower on a stand-alone basis and the Borrower and its Subsidiaries taken as
a whole have not incurred and do not intend to incur, and do not believe that
they will incur, debts beyond their respective ability to pay such debts as
such debts mature, and (iii) the Borrower on a stand-alone basis and the
Borrower and its Subsidiaries taken as a whole will have sufficient capital
with which to conduct their respective businesses.  6.         Section 7.05(d) of the Credit
Agreement is hereby amended by deleting the text therein in its entirety and by
inserting the following text in lieu thereof:  The Third Amendment
Projections delivered to the Administrative Agent and the Lenders prior to the
Third Amendment Effective Date have been prepared in good faith and are based
on reasonable assumptions, and there are no statements or conclusions in the
Third Amendment Projections which are based upon or include information known
to the Borrower to be misleading in any material respect or which, except as
set forth in the Disclosure Letter, fail to take into account material
information known to the Borrower regarding the matters reported therein.  On the Third Amendment Effective Date, the
Borrower believes that the Third Amendment Projections are reasonable and
attainable, it being recognized by the Lenders, however, that projections as to
future events are not to be viewed as facts and that the actual results during
the period or periods covered by the Third Amendment Projections may differ
from the projected results and such differences may be material.  7.         Section 7.05(e) of the Credit
Agreement is hereby amended by replacing the text December 31, 2008
appearing therein with the text December 31, 2009.  2


8.         Sections 7.14(a) and (b) of
the Credit Agreement are hereby amended by deleting the text Second Amendment
Effective Date in each place such text appears therein and inserting the text Third
Amendment Effective Date in lieu thereof in each such place.  9.         Section 9.09 of the Credit
Agreement is hereby amended by replacing the text 2.50:1.00 appearing therein
with the text 2.00:1.00.  10.      The definitions of Applicable Commitment
Commission Percentage, Applicable Margin, Lender Default and Revolving
Loan Maturity Date appearing in Section 11 of the Credit Agreement are
hereby restated in their entirety as follows:  Applicable
Commitment Percentage shall mean, on any day, (i) for periods prior
to the Second Amendment Effective Date, 0.375% per annum, (ii) for periods
from and after the Second Amendment Effective Date and prior to the Third
Amendment Effective Date, 0.625% per annum, and (iii) for periods from and
after the Third Amendment Effective Date, 0.500% per annum.  Applicable Margin shall mean, on any
day, with respect to Loans (x) maintained as Eurodollar Loans (i) for
periods prior to the Second Amendment Effective Date, 1.00% per annum, (ii) for
periods from and after the Second Amendment Effective Date and prior to the
Third Amendment Effective Date, 3.25% per annum, and (iii) for periods
from and after the Third Amendment Effective Date,  a percentage per annum set forth below under
the heading Eurodollar Loans and opposite the Applicable Period then in
effect, and (y) maintained as Base Rate Loans (i) for periods prior
to the Second Amendment Effective Date, 0% per annum, (ii) for periods
from and after the Second Amendment Effective Date and prior to the Third
Amendment Effective Date, 2.25% per annum, and (iii) for periods from and
after the Third Amendment Effective Date, a percentage per annum set forth
below under the heading Base Rate Loans and opposite the Applicable Period
then in effect.  Applicable MarginApplicable
  Period
  
  Eurodollar Loans
  
  Base Rate LoansCategory A Period
  
  2.50
  %
  1.50
  %Category B Period
  
  2.75
  %
  1.75
  %Category C Period
  
  3.00
  %
  2.00
  %  Lender
Default shall mean, as to any Lender, as reasonably determined by the
Administrative Agent, that such Lender has (a) wrongfully refused (which
has not been retracted) or failed to make available its portion of any
Borrowing (including any Mandatory Borrowing) or to fund its portion of any
unreimbursed payment with respect to a Letter of Credit pursuant to Section 2.04(c),
(b) been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding or a takeover by a regulatory authority, or (c) notified
the Administrative Agent, the Swingline Lender, any Issuing Lender and/or any
Credit Party (x) that it does  3


not intend to comply with
its obligations under Section 1.01(a) or (c) in circumstances
where such non-compliance would constitute a breach of such Lenders
obligations under the respective Section or (y) of the events
described in preceding clause (b); provided that, for purposes of (and only for
purposes of) Section 1.01(b), Section 2.03(c) and Section 4.02(e),
the term Lender Default shall also include, as to any Lender, (a) any
Affiliate of such Lender that has control (within the meaning provided in the
definition of Affiliate) of such Lender having been deemed insolvent or
having become the subject of a bankruptcy or insolvency proceeding or a
takeover by a regulatory authority, (b) any previously cured Lender
Default of such Lender under this Agreement, unless such Lender Default has
ceased to exist for a period of at least 90 consecutive days, (c) any
default by such Lender with respect to its obligations under any other credit
facility to which it is a party and which the Swingline Lender, any Issuing
Lender or the Administrative Agent believes in good faith has occurred and is
continuing, and (d) the failure of such Lender to make available its
portion of any Borrowing (including any Mandatory Borrowing) or to fund its
portion of any unreimbursed payment with respect to a Letter of Credit pursuant
to Section 2.04(c) within one (1) Business Day of the date (x) the
Administrative Agent (in its capacity as a Lender) or (y) Lenders
constituting the Required Lenders has or have, as applicable, funded its or
their portion thereof.  Revolving
Loan Maturity Date shall mean April 28, 2013.  11.      Section 11 of the Credit Agreement is
hereby further amended by inserting the following new definitions in the
correct alphabetical order:  Applicable
Period shall mean, on any day, the period set forth below then in effect
on such day:  Applicable
  Period
  
  CriteriaCategory
  A Period
  
  The
  Total Leverage Ratio is less than 1.20:1.00 and the Borrower shall have
  obtained and be maintaining (A) a Corporate Rating of BBB- or higher
  from S&P or (B) a Corporate Rating of Baa3 or higher from Moodys.Category
  B Period
  
  The
  Total Leverage Ratio is less than 1.20:1.00 and the Borrower shall have
  obtained and be maintaining (A) a Corporate Rating of BB+ or higher from
  S&P or (B) a Corporate Rating of Ba1 or higher from Moodys, and a
  Category A Period is not in effectCategory
  C Period
  
  Either
  (A) the Total Leverage Ratio is greater than or equal to 1.20:1.00 or
  (B) the Borrower  4


shall have obtained and be
  maintaining (i) a Corporate Rating from S&P of BB or lower or (ii) a
  Corporate Rating of Ba2 or lower from Moodys, and a Category A Period or
  Category B Period is not in effect.  Notwithstanding anything
to the contrary set forth above, (i) in the event that the Borrower has
obtained Corporate Ratings from both S&P and Moodys and such Corporate
Ratings differ by two or more equivalent ratings levels, for the purposes of
the Corporate Ratings component of the Applicable Margin, such component shall
be determined by using a Corporate Rating one level below the higher of the two
Corporate Ratings obtained, and (ii) in the event that neither S&P nor
Moodys provides a Corporate Rating or there is an Event of Default, the
Applicable Period shall be a Category C Period.  Disclosure
Letter shall mean the Disclosure Letter, dated April 28, 2010,
prepared by the Borrower and delivered by the Borrower to each of the
Administrative Agent, Citibank, N.A. and Bank of America, N.A. on April 28,
2010.  Third
Amendment shall mean the Third Amendment to this Agreement, dated as of April 28,
2010, among the Borrower, the Lenders and the Administrative Agent.  Third
Amendment Effective Date shall have the meaning set forth in the Third
Amendment.  Third
Amendment Projections shall mean the projections, dated March 1,
2010, prepared by or on behalf of the Borrower in connection with the budget
delivered by the Borrower pursuant to and in accordance with Section 8.01(d) of
this Agreement, as such Third Amendment Projections were delivered to each of
the Administrative Agent, Citibank, N.A. and Bank of America, N.A. on March 1,
2010.  II.       Miscellaneous Provisions.  1.         In order to induce the Lenders to enter
into this Third Amendment, the Borrower hereby represents and warrants that:  (i)        no Default or Event of Default exists as
of the Third Amendment Effective Date, both immediately before and immediately
after giving effect to this Third Amendment on such date;  (ii)       all of the representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true
and correct in all material respects on  5


the Third Amendment
Effective Date, both immediately before and immediately after giving effect to
this Third Amendment on such date, with the same effect as though such
representations and warranties had been made on and as of the Third Amendment
Effective Date (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified date);  (iii)      each Credit Party has the corporate,
partnership or limited liability partnership power and authority, as the case
may be, to execute, deliver and perform the terms and provisions of this Third
Amendment and has taken all necessary corporate, partnership or limited
liability partnership action, as the case may be, to authorize the execution,
delivery and performance by it of this Third Amendment, and each Credit Party
has duly executed and delivered this Third Amendment, and this Third Amendment
constitutes its legal, valid and binding obligation enforceable in accordance
with its terms, except to the extent that the enforceability hereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws generally affecting creditors rights and by equitable
principles (regardless of whether enforcement is sought in equity or at law);  (iv)      neither the execution, delivery or
performance by any Credit Party of this Third Amendment, nor compliance by it
with the terms and provisions thereof, (i) will contravene or violate any
provision of any applicable law, statute, rule or regulation (including,
without limitation, any Health Care Law) or any order, writ, injunction or
decree of any court or governmental instrumentality, (ii) will conflict
with or result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien (except pursuant
to the Security Documents) upon any portion of the property or assets of any
Credit Party or any of its Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, credit agreement or loan agreement, or any other
material agreement, contract or instrument, in each case to which any Credit
Party or any of its Subsidiaries is a party or by which it or any of its
property or assets is bound or to which it may be subject, or (iii) will
contravene or violate any provision of the certificate or articles of
incorporation, certificate of formation, limited liability company agreement or
by-laws (or equivalent organizational documents), as applicable, of any Credit
Party or any of its Subsidiaries;  (v)       no order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except for those that have otherwise been obtained or made on or prior to the
Third Amendment Effective Date and which remain in full force and effect on the
Third Amendment Effective Date), or exemption by, any governmental or public
body or authority is required to be obtained or made by, or on behalf of, any
Credit Party to authorize, or is required to be obtained or made by, or on
behalf of, any Credit Party in connection with, (i) the execution,
delivery and performance of this Third Amendment or (ii) the legality,
validity, binding effect or enforceability of this Third Amendment; and  (vi)      no Loans are outstanding on the Third
Amendment Effective Date.  6


2.         Each Credit Party acknowledges and
agrees that the Credit Agreement (as amended by this Third Amendment) and each
other Credit Document to which such Credit Party is a party, and all
Obligations thereunder are valid and enforceable against the Borrower and the
Subsidiary Guarantors (as applicable) in every respect and all of the terms and
conditions thereof are legally binding upon the Borrower and the Subsidiary
Guarantors (as applicable), in each case all without offset, counterclaims or
defenses of any kind and that each of the waiver of claims and defenses granted
by each Credit Party under the Credit Documents to which such Credit Party is a
party is reaffirmed and ratified.  3.         By executing and delivering a
counterpart hereof, each Credit Party hereby agrees that all Loans, Letters of
Credit and other Obligations (in each case, under each Credit Document) shall
be fully guaranteed pursuant to the Subsidiaries Guaranty in accordance with
the terms and provisions thereof and shall be fully secured pursuant to the
Security Documents.  4.         This Third Amendment is limited as
specified and shall not constitute a modification, acceptance or waiver of any
other provision of the Credit Agreement or any other Credit Document.  5.         This Third Amendment may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered shall be
an original, but all of which shall together constitute one and the same
instrument. A complete set of counterparts shall be lodged with the Borrower
and the Administrative Agent.  6.         THIS
THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW OF THE STATE
OF NEW YORK.  7.         This Third Amendment shall become
effective on the date (the Third Amendment Effective Date) when each
of the following conditions shall have been satisfied:  (i)        the Borrower, each Subsidiary Guarantor
and each of the Lenders shall have signed a counterpart hereof (whether the
same or different counterparts) and shall have delivered (including by way of
facsimile or other electronic transmission) the same to White & Case
LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention:  Lara Cahan (facsimile number: 212-354-8113 /
e-mail address: Lara.Cahan@ny.whitecase.com);  (ii)       the Borrower and its Subsidiaries shall have
no outstanding preferred equity, Indebtedness or contingent liabilities, except
as shall be permitted under the Credit Agreement;  (iii)      all necessary governmental (domestic and
foreign) and material third party approvals and/or consents in connection with
this Third Amendment (and the payment of all fees, costs and expenses in
connection herewith) and the other transactions contemplated hereby shall have
been obtained and remain in effect;  7


(iv)      there shall not exist any judgment, order,
injunction or other restraint prohibiting or imposing materially adverse
conditions upon any Credit Document or this Third Amendment or the transactions
contemplated hereby or thereby or otherwise referred to herein or therein;  (v)       since December 31, 2009, nothing
shall have occurred (and no Lender shall have become aware of any facts or
conditions not previously known) which any Lender shall determine has had, or
could reasonably be expected to have, a Material Adverse Effect;  (vi)      no litigation by any entity (private or
governmental) shall be pending or threatened with respect to any Credit
Document or this Third Amendment, or which any Lender shall determine has had,
or could reasonably be expected to have, a Material Adverse Effect;  (vii)     all costs, fees, expenses (including,
without limitation, legal fees and expenses) and other compensation
contemplated hereby and by the Commitment Letter and related Fee Letters each
dated April 16, 2010 and entered into with the Borrower in connection with
this Third Amendment, and payable to the Lenders and their respective
Affiliates shall have been paid to the extent due;  (viii)    the Lenders shall have received (x) from
Weil, Gotshal & Manges LLP, special counsel to the Credit Parties, an
opinion addressed to the Administrative Agent, the Collateral Agent and each of
the Lenders and dated the Third Amendment Effective Date substantially in the
form of Exhibit E to the Credit Agreement and otherwise reasonably
satisfactory to the Lenders, (y) a solvency certificate from the chief
financial officer of the Borrower substantially in the form of Exhibit J
to the Credit Agreement and otherwise reasonably satisfactory to the Lenders
and (z) certificates of insurance complying with the requirements of Section 8.03
of the Credit Agreement for the business and properties of the Borrower and its
Subsidiaries, in form and substance reasonably satisfactory to the Lenders;  (ix)      there shall have been delivered to the
Administrative Agent for the account of each of the Lenders that has requested
same the appropriate Revolving Note executed by the Borrower and, if requested
by the Swingline Lender, the Swingline Note executed by the Borrower, in each
case in the amount, maturity and as otherwise provided in the Credit Agreement;  (x)       the Administrative Agent shall have
received a certificate, dated the Third Amendment Effective Date and signed on
behalf of the Borrower by the chairman of the board, the chief executive
officer, the chief financial officer, the president or any vice president of
the Borrower, certifying on behalf of the Borrower that all of the conditions
in clauses (ii), (iii), (iv), (v), (vi), (xiv) and (xv) of this Section II.7
have been satisfied on such date;  (xi)      the Administrative Agent shall have
received true and correct copies of the December 31, 2009 historical
consolidated financial statements and the Third  8


Amendment Projections
referred to in Sections 7.05(a) and (d) of the Credit Agreement (as
amended by this Third Amendment);  (xii)     the Administrative Agent shall have
received a certificate from each Credit Party, dated the Third Amendment
Effective Date, signed by the chairman of the board, the chief executive
officer, the president, the chief financial officer, the treasurer or any vice
president of such Credit Party, and attested to by the secretary or any
assistant secretary of such Credit Party, substantially in the form of Exhibit F
to the Credit Agreement with appropriate insertions and changes, together with
copies of the certificate or articles of incorporation and by-laws (or
equivalent organizational documents), as applicable, of such Credit Party (but
only to the extent that such charter documents have been amended or modified
since the Second Amendment Effective Date or to the extent that any new
Subsidiary has been formed since the Second Amendment Effective Date) and the
resolutions of such Credit Party referred to in such certificate, and each of
the foregoing shall be in form and substance reasonably acceptable to the
Agents;  (xiii)    all corporate, partnership, limited
liability company and legal proceedings and all instruments and agreements in
connection with the transactions contemplated by this Third Amendment shall be
reasonably satisfactory in form and substance to the Lenders, and the
Administrative Agent shall have received all information and copies of all
documents and papers, including records of corporate proceedings, governmental
approvals, good standing certificates and bring-down telegrams or facsimiles,
if any, which the Administrative Agent may have reasonably requested in
connection therewith, such documents and papers where appropriate to be
certified by proper corporate, partnership, limited liability company or
governmental authorities;  (xiv)    all representations and warranties herein
and in the Credit Documents shall be true and correct in all material respects
on and as of the Third Amendment Effective Date (although any representations
and warranties which expressly relate to a given date or period shall be
required to be true and correct in all material respects as of the respective
date or for the respective period, as the case may be); and  (xv)     no Default or Event of Default shall have
occurred and be continuing on the Third Amendment Effective Date.  8.         The parties hereto agree that on the
Third Amendment Effective Date the obligations of FHC, Inc. under each of
the Subsidiaries Guaranty, the Pledge Agreement and the Security Agreement
shall be deemed to be terminated as of July 31, 2009.  9.         From and after the Third Amendment
Effective Date, all references in the Credit Agreement and each of the other
Credit Documents to the Credit Agreement shall be deemed to be references to
the Credit Agreement as modified hereby.  *        *        *  9


IN WITNESS WHEREOF, the
parties hereto have caused their duly authorized officers to execute and
deliver this Third Amendment as of the date first above written.  MAGELLAN
  HEALTH SERVICES, INC., as BorrowerBy:
  /s/
  Jonathan N. RubinName:
  Jonathan
  N. RubinTitle:
  Executive
  Vice President & Chief Financial Officer  [SIGNATURE PAGE TO
MAGELLAN THIRD AMENDMENT]


ADVOCARE
  OF TENNESSEE, INC.AGCA,
  INC.CHARTER
  BEHAVIORAL HEALTH SYSTEM OF LAFAYETTE, INC.CHARTER
  BEHAVIORAL HEALTH SYSTEM OF MASSACHUSETTS, INC.CHARTER
  BEHAVIORAL HEALTH SYSTEM OF NEW MEXICO, INC.CHARTER
  FAIRMOUNT BEHAVIORAL HEALTH SYSTEM, INC.CHARTER
  HOSPITAL OF SANTA TERESA, INC.CHARTER
  MEDICAL OF PUERTO RICO, INC.CHARTER
  MOB OF CHARLOTTESVILLE, INC.CHARTER
  NORTHRIDGE BEHAVIORAL HEALTH SYSTEM, INC.CMG
  HEALTH, INC.CONTINUUM
  BEHAVIORAL HEALTHCARE CORPORATIONFIRST
  HEALTH SERVICES CORPORATIONFIRST
  HEALTH SERVICES OF FLORIDA, INC.FIRST
  HEALTH SERVICES OF MONTANA, INC.GREEN
  SPRING HEALTH SERVICES, INC.HUMAN
  AFFAIRS INTERNATIONAL OF PENNSYLVANIA, INC.ICORE
  HEALTHCARE, LLCMAGELLAN
  BEHAVIORAL HEALTH, INC.MAGELLAN
  BEHAVIORAL OF MICHIGAN, INC.MAGELLAN
  CAPITAL, INC.MAGELLAN
  HEALTH SERVICES OF ARIZONA, INC.MAGELLAN
  HEALTH SERVICES OF NEW MEXICO, INC.MAGELLAN
  HRSC, INC.MAGELLAN
  SUB CO. III, INC.MBC
  OF AMERICA, INC.MBH
  of PUERTO RICO, INC.MERIT
  BEHAVIORAL CARE CORPORATIONMERIT
  BEHAVIORAL CARE OF MASSACHUSETTS, INC.  [SIGNATURE PAGE TO MAGELLAN THIRD AMENDMENT]


NATIONAL
  IMAGING ASSOCIATES, INC.ONCORE
  HEALTHCARE, LLCP.P.C.,
  INC.PERSONAL
  PERFORMANCE CONSULTANTS OF NEW YORK, INC.PPC
  GROUP, INC.,each as a Subsidiary GuarantorBy:
  /s/
  Jonathan N. RubinName:
  Jonathan
  N. RubinTitle:
  Vice
  PresidentMAGELLAN
  BEHAVIORAL HEALTH OF NEBRASKA, LLCMAGELLAN
  CBHS HOLDINGS, LLC,each as a Subsidiary GuarantorBy:
  Magellan
  Behavioral Health, Inc.
  as its Sole MemberBy:
  /s/
  Jonathan N. RubinName:
  Jonathan
  N. RubinTitle:
  Vice
  PresidentNATIONAL
  IMAGING ASSOCIATES OF PENNSYLVANIA, LLC,as a Subsidiary GuarantorBy:
  National
  Imaging Associates, Inc.
  as a MemberBy:
  /s/
  Jonathan N. RubinName:
  Jonathan
  N. RubinTitle:
  Vice
  President  [SIGNATURE PAGE TO
MAGELLAN THIRD AMENDMENT]


PREMIER HOLDINGS, LLCas a Subsidiary GuarantorBy:
  AdvoCare
  of Tennessee, Inc,
  as its Sole MemberBy:
  /s/
  Jonathan N. RubinName:
  Jonathan
  N. RubinTitle:
  Vice
  PresidentPROVIDER
  SYNERGIES, LLC
  as a Subsidiary GuarantorBy:
  First
  Health Services Corporation
  as its Sole MemberBy:
  /s/
  Jonathan N. RubinName:
  Jonathan
  N. RubinTitle:
  Vice
  President  [SIGNATURE PAGE TO
MAGELLAN THIRD AMENDMENT]


MAGELLAN FINANCIAL CAPITAL
  INC.,
  as a Subsidiary GuarantorBy:
  /s/
  Jonathan N. RubinName:
  Jonathan
  N. RubinTitle:
  Vice
  President  [SIGNATURE PAGE TO MAGELLAN THIRD AMENDMENT]


DEUTSCHE
  BANKAG NEW YORK BRANCHIndividually and as Administrative AgentBy:
  /s/
  Douglas J. WeirName:
  Douglas
  J. WeirTitle:
  DirectorBy:
  /s/
  Ming K. ChuName:
  Ming
  K. ChuTitle:
  Vice
  President  Signature page to Magellan
Third Amendment


CITIBANK, N.A.By:
  /s/ Allen FisherName:
  Allen
  FisherTitle:
  Vice
  President  Signature page to Magellan
Third Amendment


BANK OF AMERICA, N.A.By:
  /s/Alysa TrakasName:
  Alysa
  TrakasTitle:
  Vice
  President  Signature page to Magellan
Third Amendment


Schedule
V  See attached.


SUBSIDIARIES  NAME OF CORPORATION(1)
  
  CREDITPARTY
  
  ORG #
  
  OWNER OF STOCK
  
  TYPE OF
  ORG.
  
  % OFOWNERSHIP
  
  STATE
  OF
  INCORP
  
  CORPORATE ADDRESS
  
  BASIS FOR WHICH:A) ANY WHOLLY-OWNED SPECIFIEDSUBSIDIARY CANNOTENTER INTO ANYCREDIT DOCUMENT ORB) THE SHARES OFCAPITAL STOCK OF ANYDOMESTIC SUBSIDIARYCANNOT BE PLEDGEDPURSUANT TO THEPLEDGE AGREEMENTAdvoCare of Tennessee, Inc.
  
  X
  
  293427
  
  Green Spring Health Services, Inc.
  
  Corp.
  
  100%
  
  TN
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046AGCA, Inc.
  
  X
  
  747375
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  PA
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046Arizona Biodyne, Inc.
  
  
  
  02006937
  
  Merit Behavioral Care Corporation
  
  Corp
  
  100%
  
  AZ
  
  6950 Columbia Gateway Drive
  Columbia MD 21046
  
  Regulated entity (stock can be pledged)Charter Behavioral Health System of
  Lafayette, Inc.
  
  X
  
  33746720D
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  LA
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046Charter Behavioral Health System of
  Massachusetts, Inc.
  
  X
  
  043255904
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  MA
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046Charter Behavioral Health System of New
  Mexico, Inc.
  
  X
  
  1145010
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  NM
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046Charter Fairmount Behavioral Health System, Inc.
  
  X
  
  859556
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  PA
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046The Charter Heights Behavioral Health System Limited
  Partnership
  
  
  
  2595104
  
  Charter Behavioral Health System of New
  Mexico, Inc.
  
  LP
  
  67%
  
  DE
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046
  
  As per JV Agreement, limited partnership interest can
  be pledged.Charter Hospital of Santa Teresa, Inc.
  
  X
  
  1232701
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  NM
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046Charter Medical of Puerto Rico, Inc.
  
  X
  
  n/a
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  PR
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046
  
  Foreign Subsidiary (65% of stock can be pledged)Charter MOB of Charlottesville, Inc.
  
  X
  
  0294278-7
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  VA
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046Charter North Star Behavioral Health System, LLC
  
  
  
  0315213
  
  Magellan CBHS Holdings, LLC
  
  LLC
  
  57%
  
  TN
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046
  
  As per JV Agreement, limited liability company
  interest can be pledged.Charter Northridge Behavioral Health
  System, Inc.
  
  X
  
  0026964
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  NC
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046CMG Health, Inc.
  
  X
  
  D02185023
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  MD
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046Continuum Behavioral Healthcare Corporation
  
  X
  
  2420018
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046FHC, Inc.
  
  
  
  
  
  First Health Services Corporation
  
  Corp.
  
  100%
  
  Canadian
  
  4300 Cox Road, Glen Allen VA  
 (1)All entities are registered
organizations. With regard to numbers listed in parenthesis after entity names:
(2) = Foreign Insurance Company; (3) = Regulated entity; and (4) =
Non-Profit Entity.


NAME OF CORPORATION(1)
  
  CREDITPARTY
  
  ORG #
  
  OWNER OF STOCK
  
  TYPE OF
  ORG.
  
  % OFOWNERSHIP
  
  STATE
  OF
  INCORP
  
  CORPORATE ADDRESS
  
  BASIS FOR WHICH:
  A) ANY WHOLLY-
  OWNED SPECIFIEDSUBSIDIARY CANNOTENTER INTO ANYCREDIT DOCUMENT ORB) THE SHARES OFCAPITAL STOCK OF ANY
  DOMESTIC SUBSIDIARY
  CANNOT BE PLEDGEDPURSUANT TO THEPLEDGE AGREEMENT23060First Health Services Corporation
  
  X
  
  
  
  Magellan Behavioral
  Health, Inc.
  
  Corp.
  
  100%
  
  VA
  
  4300 Cox Road, Glen Allen VA 23060First Health Services of Florida, Inc.
  
  X
  
  
  
  First Health Services Corporation
  
  Corp.
  
  100%
  
  DE
  
  4300 Cox Road, Glen Allen VA 23060First Health Services of Montana, Inc.
  
  X
  
  
  
  First Health Services Corporation
  
  Corp.
  
  100%
  
  DE
  
  4300 Cox Road, Glen Allen VA 23060Green Spring Health Services, Inc.
  
  X
  
  2329667
  
  Magellan Health Services, Inc.
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046Human Affairs International of California, Inc.
  (3)
  
  
  
  C1594157
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  CA
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock cannot be pledged)Human Affairs International of
  Pennsylvania, Inc.
  
  X
  
  2735010
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  PA
  
  6950 Columbia Gateway Drive, Columbia MD 21046ICORE Healthcare, LLC
  
  X
  
  3617243
  
  Green Spring Health Services, Inc.
  
  LLC
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive Columbia MD 21046Magellan Behavioral Care of Iowa, Inc. (3)
  
  
  
  175503
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  IA
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock can be pledged)Magellan Behavioral Health of Nebraska, LLC
  
  X
  
  1000799521
  
  Magellan Behavioral Health, Inc.
  
  LLC
  
  100%
  
  NE
  
  6950 Columbia Gateway Drive, Columbia MD 21046Magellan Behavioral Health of Colorado, Inc.
  
  
  
  20041307177
  
  Magellan Behavioral Health, Inc.
  
  Corp
  
  100%
  
  CO
  
  6950 Columbia Gateway Drive Columbia MD 21046Magellan Behavioral Health of Connecticut, LLC
  
  
  
  0789504
  
  Merit Behavioral Care of Massachusetts, Inc.
  
  LLC
  
  100%
  
  CT
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock can be pledged)Magellan Behavioral Health of Florida, Inc.
  
  
  
  P04000158675
  
  Magellan Behavioral Health, Inc.
  
  Corp
  
  100%
  
  FL
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock can be pledged)Magellan Behavioral Health of Nebraska, LLC
  
  X
  
  
  
  Magellan Behavioral Health, Inc.
  
  LLC
  
  100%
  
  NE
  
  6950 Columbia Gateway Drive Columbia MD 21046Magellan Behavioral Health of New Jersey, LLC (3)
  
  
  
  0600112563
  
  Green Spring Health Services, Inc.
  
  LLC
  
  100%
  
  NJ
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (limited liability company interest
  can be pledged)Magellan Behavioral Health of Pennsylvania, Inc.
  (3)
  
  
  
  2063574
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  PA
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock can be pledged)Magellan Providers of Texas, Inc. (4)
  
  
  
  0140587101
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  TX
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Non-Profit Entity and Non-Stock Entity (no stock to
  be pledged)Magellan Behavioral Health, Inc.
  
  X
  
  2870663
  
  Magellan Health Services, Inc.
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046Magellan Behavioral of Michigan,
  
  X
  
  341839
  
  Green Spring Health Services, Inc.
  
  Corp.
  
  100%
  
  MI
  
  6950 Columbia Gateway Drive,  2


NAME OF CORPORATION(1)
  
  CREDITPARTY
  
  ORG #
  
  OWNER OF STOCK
  
  TYPE OF
  ORG.
  
  % OFOWNERSHIP
  
  STATE
  OF
  INCORP
  
  CORPORATE ADDRESS
  
  BASIS FOR WHICH:
  A) ANY WHOLLY-
  OWNED SPECIFIEDSUBSIDIARY CANNOTENTER INTO ANYCREDIT DOCUMENT ORB) THE SHARES OFCAPITAL STOCK OF ANY
  DOMESTIC SUBSIDIARY
  CANNOT BE PLEDGEDPURSUANT TO THEPLEDGE AGREEMENTInc.
  
  
  
  
  
  
  
  
  
  
  
  
  
  Columbia MD 21046Magellan Behavioral Health Systems, LLC (3)
  
  
  
  636259-0160
  
  Magellan Behavioral Health, Inc.
  
  LLC
  
  100%
  
  UT
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (LLC interest can be pledged)Magellan Capital, Inc.
  
  X
  
  2855183
  
  Magellan Health Services, Inc.
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046Magellan CBHS Holdings, LLC
  
  X
  
  2561362
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046Magellan Financial Capital Inc.
  
  X
  
  C30767-2003
  
  Magellan Health Services, Inc.
  
  Corp.
  
  100%
  
  NV
  
  6950 Columbia Gateway Drive, Columbia MD 21046Magellan Health Services of Arizona, Inc.
  
  X
  
  1156264-7
  
  Magellan Behavioral
  Health, Inc.
  
  Corp
  
  100%
  
  AZ
  
  6950 Columbia Gateway Drive, Columbia MD 21046Magellan HRSC, Inc.
  
  X
  
  686314
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  OH
  
  6950 Columbia Gateway Drive, Columbia MD 21046Magellan Sub Co III, Inc.
  
  X
  
  P07000083835
  
  Magellan Health Services, Inc.
  
  Corp
  
  100%
  
  FL
  
  6950 Columbia Gateway Drive, Columbia MD 21046MBC of America, Inc.
  
  X
  
  2423978
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046Magellan Health Services of New Mexico, Inc.
  
  X
  
  1603315
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  NM
  
  6950 Columbia Gateway Drive, Columbia MD 21046MBC of North Carolina, LLC (3)
  
  
  
  0445791
  
  Merit Behavioral Care Corporation
  
  LLC
  
  100%
  
  NC
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (LLC interest can be pledged)MBH of Puerto Rico, Inc.
  
  X
  
  n/a
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  PR
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Foreign Subsidiary (65% of stock can be pledged)Merit Behavioral Care Corporation
  
  X
  
  2329817
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046Merit Behavioral Care of Massachusetts, Inc.
  
  X
  
  043109970
  
  Merit Behavioral Care
  Corporation
  
  Corp.
  
  100%
  
  MA
  
  6950 Columbia Gateway Drive, Columbia MD 21046Merit Health Insurance Company (3)
  
  
  
  00612952 (DOI)
  
  Merit Behavioral Care Corporation
  
  Corp.
  
  100%
  
  IL
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock can be pledged)Montana Community Partners, Inc. (4)
  
  
  
  D087912
  
  CMG Health, Inc.
  
  Corp.
  
  55%
  
  MT
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Non-Profit Entity and Non-Stock Entity (no stock to
  be pledged)Magellan Life Insurance Company (3)
  
  
  
  0923695
  
  Merit Health Insurance Company
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock cannot be pledged  owned by
  non-guarantor)National Imaging Associates, Inc.
  
  X
  
  2542112
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046National Imaging Associates of
  
  X
  
  
  
  National Imaging Associates, Inc.
  
  LLC
  
  100%
  
  PA
  
  6950 Columbia Gateway Drive  3


NAME OF CORPORATION(1)
  
  CREDITPARTY
  
  ORG #
  
  OWNER OF STOCK
  
  TYPE OF
  ORG.
  
  % OFOWNERSHIP
  
  STATE
  OF
  INCORP
  
  CORPORATE ADDRESS
  
  BASIS FOR WHICH:
  A) ANY WHOLLY-
  OWNED SPECIFIEDSUBSIDIARY CANNOTENTER INTO ANYCREDIT DOCUMENT ORB) THE SHARES OFCAPITAL STOCK OF ANY
  DOMESTIC SUBSIDIARY
  CANNOT BE PLEDGEDPURSUANT TO THEPLEDGE AGREEMENTPennsylvania, LLC
  
  
  
  
  
  
  
  
  
  
  
  
  
  Columbia MD 21046National Imaging of CA, Inc.
  
  
  
  
  
  National Imaging Associates, Inc.
  
  Corp.
  
  100%
  
  CA
  
  6950 Columbia Gateway Drive Columbia MD 21046NIA IPA of New York, Inc.
  
  
  
  n/a
  
  National Imaging Associates, Inc.
  
  Corp
  
  100%
  
  NY
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock cannot be pledged)Oncore Healthcare, LLC
  
  X
  
  4053997
  
  ICORE Healthcare, LLC
  
  LLC
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046P.P.C., Inc.
  
  X
  
  00225482
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  MO
  
  6950 Columbia Gateway Drive, Columbia MD 21046Personal Performance Consultants of New
  York, Inc.
  
  X
  
  n/a
  
  P.P.C., Inc.
  
  Corp.
  
  100%
  
  NY
  
  6950 Columbia Gateway Drive, Columbia MD 21046Provider Synergies, LLC
  
  
  
  
  
  First Health Services Corporation
  
  LLC
  
  100%
  
  OH
  
  4300 Cox Road, Glen Allen VA 23060Plymouth Insurance Company, Ltd. (2)
  
  
  
  n/a
  
  Magellan CBHS Holdings, LLC
  
  Corp.
  
  100%
  
  Bermuda
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Foreign Insurance Company (65% of stock can be
  pledged)PPC Group, Inc.
  
  X
  
  2295110
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  DE
  
  6950 Columbia Gateway Drive, Columbia MD 21046Premier Holdings, LLC.
  
  X
  
  314177
  
  AdvoCare of Tennessee, Inc.
  
  Corp.
  
  100%
  
  TN
  
  6950 Columbia Gateway Drive, Columbia MD 21046Premier Behavioral Systems of Tennessee, LLC
  
  
  
  0312050
  
  Premier Holdings, LLC
  
  LLC
  
  100%
  
  TN
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock can be pledged)Tennessee Behavioral Health, Inc. (3)
  
  
  
  0303280
  
  Magellan Behavioral Health, Inc.
  
  Corp.
  
  100%
  
  TN
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock can be pledged)U.S. IPA Providers, Inc. (3)
  
  
  
  n/a
  
  AGCA, Inc.
  
  Corp.
  
  100%
  
  NY
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock can be pledged)Magellan Health Services of California, Inc. 
  Employer Services (3)
  
  
  
  00692186
  
  Green Spring Health
  Services, Inc.
  
  Corp.
  
  100%
  
  CA
  
  6950 Columbia Gateway Drive, Columbia MD 21046
  
  Regulated entity (stock cannot be pledged)  4