Exhibit 4.1  SECOND AMENDMENT TO CREDIT AGREEMENT  SECOND AMENDMENT TO CREDIT AGREEMENT (this Second
Amendment), dated as of April 29, 2009, 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), Bank of
America, N.A. (BofA) (which, upon the occurrence of the Second
Amendment Effective Date (as hereinafter defined), will become a Lender) 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 and amended as of November 12, 2008 (as so amended, the Credit
Agreement);  WHEREAS, the Borrower has requested, and BofA has
agreed, that upon the occurrence of the Second Amendment Effective Date, BofA
shall become a Lender under (and for all purposes of) the Credit Agreement and
the other Credit Documents with an initial Revolving Loan Commitment as set
forth on Schedule I hereto; and  WHEREAS, the Borrower has requested, and the Lenders
and BofA have agreed, subject to the terms and conditions of this Second
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 I and Schedule V to the
Credit Agreement are hereby deleted in their entirety and replaced by Schedule
I and Schedule V attached hereto, respectively.  2.Schedule X to the Credit
Agreement is hereby amended by adding the following information thereon:  Bank of America, N.A.
  Bank of America, N.A.Bank of America Corporate Center100 North Tyron StreetCharlotte, North Carolina 28255Attention: [            ]Telephone No.:
  [                  ]Telecopier No.:
  [                  ].


3.The parties hereto acknowledge
and agree that (i) notwithstanding anything to the contrary contained in
the Credit Agreement, the Total Revolving Loan Commitment shall remain in
effect on the Second Amendment Effective Date but shall be reduced on the
Second Amendment Effective Date to $80,000,000 (as such amount may be further
reduced from time to time thereunder or terminated in accordance with the terms
of the Credit Agreement), (ii) the Revolving Loan Commitment of each
Lender (including BofA) on the Second Amendment Effective Date shall be as set
forth on Schedule I hereto (as each such amount may be adjusted from time to
time in accordance with the terms of the Credit Agreement), (iii) upon the
occurrence of the Second Amendment Effective Date, BofA shall become a Lender
under (and for all purposes of) the Credit Agreement and the other Credit
Documents with an initial Revolving Loan Commitment as set forth on such
Schedule I and (iv) on the Second Amendment Effective Date and with
respect to all outstanding Letters of Credit, there shall be an automatic
adjustment to the participations therein pursuant to Section 2.04 of the
Credit Agreement to reflect the new RL Percentages of the Lenders immediately
after giving effect to this Second Amendment.  4.Section 1.08(a) of the
Credit Agreement is hereby amended by inserting the text the sum of the
Applicable Margin as in effect from time to time plus immediately after the
text which shall be equal to appearing in such Section.  5.Section 2.05(a) of the
Credit Agreement is hereby amended by inserting the text plus the
Applicable Margin as in effect from time to time for Base Rate Loans
immediately after each occurrence of the text equal to the Base Rate in effect
from time to time appearing in such Section.  6.Section 7.05(a) of the
Credit Agreement is hereby amended by inserting the following new sentence
immediately after the first sentence thereof:  The consolidated balance sheet of the Borrower as at December 31,
2008, and the related consolidated statements of income, cash flows and
retained earnings of the Borrower for the fiscal year ended December 31,
2008, copies of which have been furnished to the Lenders prior to the Second
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.  7.Section 7.05(b) of the
Credit Agreement is hereby amended by deleting the word and appearing
immediately after the word Transaction appearing in the first sentence
thereof and inserting the text and on and as of the Second Amendment Effective
Date and (in each case) in lieu thereof.  8.Section 7.05(d) of the
Credit Agreement is hereby amended by inserting the following text immediately
after the last sentence thereof:  The New Projections delivered to the
Administrative Agent and the Lenders prior to the Second Amendment Effective
Date have been prepared in good faith and are based on reasonable assumptions,
and there are no statements or conclusions in the  2


Projections which are based upon or include information known to the
Borrower to be misleading in any material respect or which fail to take into
account material information known to the Borrower regarding the matters
reported therein.  On the Second
Amendment Effective Date, the Borrower believes that the New 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 New Projections may
differ from the projected results and such differences may be material.  9.Section 7.05(e) of the
Credit Agreement is hereby amended by replacing the text December 31,
2007 appearing therein with the text December 31, 2008.  10.Sections 7.14(a) and (b) of
the Credit Agreement are hereby amended by deleting the text Effective Date
in each place such text appears therein and inserting the text Second
Amendment Effective Date in lieu thereof in each such place.  11.Section 9.09 of the Credit
Agreement is hereby amended by replacing the text 3.00:1.00 appearing therein
with the text 2.50:1.00.  12.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, and (ii) for
periods from and after the Second Amendment Effective Date, 0.625% 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, and (ii) for
periods from and after the Second Amendment Effective Date, 3.25% per annum,
and (y) maintained as Base Rate Loans (i) for periods prior to the
Second Amendment Effective Date, 0% per annum, and (ii) for periods from
and after the Second Amendment Effective Date, 2.25% per annum.  Lender
Default shall mean, as to any Lender, as reasonably determined by the
Administrative Agent, that such Lender has (a) failed to fund any portion
of its Loans or participations in Letters of Credit (including its portion of
any unreimbursed payment under Section 2.04(c)) or Swingline Loans
(including its portion of any Mandatory Borrowing) within three Business Days
of the date required to be funded by it hereunder (or, for purposes of the last
sentence of Section 1.01(b) and Section 2.03(c), such Lender has
failed to fund any portion of its Loans or participations in Letters of Credit
or Swingline Loans on the date required to be funded by it hereunder), (b) notified
the Borrower, the Administrative Agent, any Issuing Lender, the Swingline
Lender or any Lender in writing that it does not intend to comply with any of
its funding obligations under  3


this Agreement or has made a public statement to the effect that it
does not intend to comply with its funding obligations under this Agreement or
under other agreements in which it commits to extend credit, (c) failed,
within three Business Days after request by the Administrative Agent, to confirm
that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans and participations in then outstanding
Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to
the Administrative Agent, any Issuing Lender, the Swingline Lender or any other
Lender any other amount required to be paid by it under this Agreement within
three Business Days of the date when due, unless the subject of a good faith
dispute, or (e) (i) become or is insolvent or has a parent company
that has become or is insolvent or (ii) become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding
or appointment or has a parent company that has become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment.  Revolving Loan Maturity Date shall
mean April 28, 2010.  13.Section 11 of the Credit
Agreement is hereby further amended by inserting the following new definitions
in the correct alphabetical order:  New Projections shall mean the
projections, dated March 4, 2009, 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 New
Projections were delivered to each of the Administrative Agent and Citibank,
N.A., on March 4, 2009 and to Bank of America, N.A., on March 31,
2009.  Second Amendment shall mean the Second
Amendment to this Agreement, dated as of April 29, 2009, among the
Borrower, the Lenders and the Administrative Agent.  Second Amendment Effective Date
shall have the meaning set forth in the Second Amendment.  14.Section 13.12(a) of
the Credit Agreement is hereby amended by (i) deleting the word or
appearing immediately before clause (v) of the first proviso of said Section and
(ii) deleting the semi-colon appearing at the end of clause (v) of
the first proviso of said Section and inserting the text , or (vi) only
for so long as either (x) no Lender is a Defaulting Lender or (y) the
only Lenders party to this Agreement are the Lenders on the Second Amendment
Effective Date and their respective Affiliates, in either case, amend, modify
or waive any provision of Section 9.08 or 9.09; in lieu thereof.  4


15.Section 13.12(b) of
the Credit Agreement is hereby amended by deleting text clauses (i) through
(v) appearing therein and inserting the text clauses (i) through (vi)
in lieu thereof.  II.Miscellaneous Provisions.  1.In order to induce the Lenders
to enter into this Second Amendment, the Borrower hereby represents and
warrants that:  (i)no
Default or Event of Default exists as of the Second Amendment Effective Date,
both immediately before and immediately after giving effect to this Second
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 the
Second Amendment Effective Date, both immediately before and immediately after
giving effect to this Second Amendment on such date, with the same effect as
though such representations and warranties had been made on and as of the
Second 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 Second 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 Second Amendment, and each
Credit Party has duly executed and delivered this Second Amendment, and this
Second 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 Second
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  5


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 Second Amendment Effective Date and which
remain in full force and effect on the Second 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
Second Amendment or (ii) the legality, validity, binding effect or
enforceability of this Second Amendment; and  (vi)no
Loans are outstanding on the Second Amendment Effective Date.  2.Each Credit Party acknowledges
and agrees that the Credit Agreement (as amended by this Second 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 Second 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 Second 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.THISSECOND
AMENDMENTAND 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 WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.  6


7.This Second Amendment shall
become effective on the date (the Second Amendment Effective Date)
when each of the following conditions shall have been satisfied:  (i)the
Borrower, each Subsidiary Guarantor, each of the Lenders and BofA (BofA,
together with the Lenders, are collectively referred to herein as the Commitment
Parties) 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:  May Yip (facsimile number: 212-354-8113
/ e-mail address: myip@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 Second 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;  (iv)there
shall not exist any judgment, order, injunction or other restraint prohibiting
or imposing materially adverse conditions upon any Credit Document or this
Second Amendment or the transactions contemplated hereby or thereby or
otherwise referred to herein or therein;  (v)since
December 31, 2008, nothing shall have occurred (and no Commitment Party
shall have become aware of any facts or conditions not previously known) which
any Commitment Party 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 Second Amendment, or
which any Commitment Party 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 14, 2009 and entered into with the
Borrower in connection with this Second Amendment, and payable to the
Commitment Parties shall have been paid to the extent due;  (viii)the
Commitment Parties 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 Second Amendment Effective Date substantially in the form of Exhibit E
to the Credit Agreement and otherwise reasonably satisfactory to the Commitment
Parties, (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  7


Commitment Parties 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 Commitment Parties;  (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 Second
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,
2008 historical consolidated financial statements and the New Projections
referred to in Sections 7.05(a) and (d) of the Credit Agreement (as
amended by this Second Amendment);  (xii)the
Administrative Agent shall have received a certificate from each Credit Party,
dated the Second 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 Effective Date or to the
extent that any new Subsidiary has been formed since the 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 Second Amendment shall be reasonably satisfactory in form and substance to
the Commitment Parties, 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;  8


(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 Second 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 Second
Amendment Effective Date.  8.From and after the Second
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 Second Amendment as
of the date first above written.  MAGELLAN
  HEALTH SERVICES, INC., as BorrowerBy:
  /s/ Jonathan
  RubinName:
  Jonathan RubinTitle: Chief
  Financial Officer  Signature page to Magellan Second Amendment


ADVANTAGE BEHAVIORAL SYSTEMS, INC.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 CORPORATIONGREEN 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.MANAGED CARE SERVICES MAINSTAY OF CENTRAL PENNSYLVANIA, INC.MBC OF AMERICA, INC.MBH of PUERTO
  RICO, INC.MERIT BEHAVIORAL CARE CORPORATIONMERIT BEHAVIORAL CARE OF
  MASSACHUSETTS, INC.NATIONAL IMAGING ASSOCIATES, INC.  Signature page to Magellan Second Amendment


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: TreasurerMAGELLAN 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: TreasurerNATIONAL IMAGING ASSOCIATES OF
  PENNSYLVANIA, LLC,as a Subsidiary GuarantorBy:
  National Imaging Associates, Inc.as a MemberBy:
  /s/ Jonathan N. RubinName: Jonathan N. RubinTitle: 
  Treasurer  Signature page to Magellan Second Amendment


PREMIER HOLDINGS, LLCas a Subsidiary GuarantorBy:
  AdvoCare
  of Tennessee, Inc,as its Sole MemberBy:
  /s/ Jonathan N. RubinName: Jonathan N. RubinTitle: Treasurer  Signature page to Magellan Second Amendment


MAGELLAN FINANCIAL CAPITAL INC.,as a Subsidiary GuarantorBy:
  /s/ Daniel GregoireName: Daniel GregoireTitle: Vice President  Signature page to Magellan Second Amendment


DEUTSCHE BANK AG NEW YORK BRANCHIndividually and as Administrative AgentBy:
  /s/ Ming K. ChuName: Ming K. ChuTitle: Vice PresidentBy:
  /s/ Douglas J. WeirName: Douglas J. WeirTitle: Director  Signature page to Magellan Second Amendment


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


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


Schedule I  Lender
  
  Revolving Loan
  CommitmentDeutsche Bank
  AG New York Branch
  
  $
  40,000,000Citibank, N.A.
  
  $
  20,000,000Bank of America, N.A.
  
  $
  20,000,000TOTAL:
  
  $
  80,000,000


Schedule V  See attached.


SUBSIDIARIES  NAME
  OF CORPORATION(3)
  
  CREDIT
  PARTY
  
  ORG #
  
  OWNER OF STOCK
  
  TYPE OF
  ORG.
  
  % OF
  OWNERSHIP
  
  STATE
  OF
  INCORP
  
  CORPORATE ADDRESS
  
  BASIS FOR WHICH:A) ANY WHOLLY-
  OWNED SPECIFIED
  SUBSIDIARY CANNOT
  ENTER INTO ANY
  CREDIT DOCUMENT OR B) THE SHARES OF
  CAPITAL STOCK OF ANY
  DOMESTIC SUBSIDIARY
  CANNOT BE PLEDGED
  PURSUANT TO THE
  PLEDGE AGREEMENTAdvantage Behavioral Systems, Inc.
  
  X
  
  968445
  
  Green Spring Health Services, Inc.
  
  Corp.
  
  100%
  
  PA
  
  6950 Columbia Gateway Drive,
  Columbia MD 21046AdvoCare 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 DriveColumbia 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 21046Green 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)  
 (3) 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(3)
  
  CREDIT
  PARTY
  
  ORG #
  
  OWNER OF STOCK
  
  TYPE OF
  ORG.
  
  % OF
  OWNERSHIP
  
  STATE
  OF
  INCORP
  
  CORPORATE ADDRESS
  
  BASIS FOR WHICH:A) ANY WHOLLY-
  OWNED SPECIFIED
  SUBSIDIARY CANNOT
  ENTER INTO ANY
  CREDIT DOCUMENT OR B) THE SHARES OF
  CAPITAL STOCK OF ANY
  DOMESTIC SUBSIDIARY
  CANNOT BE PLEDGED
  PURSUANT TO THE
  PLEDGE AGREEMENTHuman 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 DriveColumbia 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 DriveColumbia 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 DriveColumbia 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 Behavioral Health 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, Inc.
  
  X
  
  341839
  
  Green Spring Health Services, Inc.
  
  Corp.
  
  100%
  
  MI
  
  6950 Columbia Gateway Drive,
  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 DriveColumbia 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 DriveColumbia MD 21046Managed Care Services Mainstay of Central
  Pennsylvania, Inc.
  
  X
  
  987214
  
  Green Spring Health Services, Inc.
  
  Corp.
  
  100%
  
  PA
  
  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 21046


NAME
  OF CORPORATION(3)
  
  CREDIT
  PARTY
  
  ORG #
  
  OWNER OF STOCK
  
  TYPE OF
  ORG.
  
  % OF
  OWNERSHIP
  
  STATE
  OF
  INCORP
  
  CORPORATE ADDRESS
  
  BASIS FOR WHICH:A) ANY WHOLLY-
  OWNED SPECIFIED
  SUBSIDIARY CANNOT
  ENTER INTO ANY
  CREDIT DOCUMENT OR B) THE SHARES OF
  CAPITAL STOCK OF ANY
  DOMESTIC SUBSIDIARY
  CANNOT BE PLEDGED
  PURSUANT TO THE
  PLEDGE AGREEMENTMagellan 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 Pennsylvania,
  LLC
  
  X
  
  
  
  National Imaging Associates, Inc.
  
  LLC
  
  100%
  
  PA
  
  6950 Columbia Gateway DriveColumbia 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 can 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 21046Plymouth 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)