EX-10.1







     Exhibit 10.1



INCREMENTAL FACILITY AMENDMENT




     THIS INCREMENTAL FACILITY AMENDMENT (this “Amendment”) dated as of February 25, 2009
to the Credit Agreement referenced below is by and among Psychiatric Solutions, Inc., a Delaware
corporation (“PSI”), BHC Holdings, Inc., a Delaware corporation (“BHC”), Premier
Behavioral Solutions, Inc., a Delaware corporation (“PBS”), Alternative Behavioral
Services, Inc., a Virginia corporation, (“ABS”), Horizon Health Corporation, a Delaware corporation
(“HHC”), Community Cornerstones, Inc., a Puerto Rico corporation (“CCI”), FHP
Puerto Rico, Inc., a Puerto Rico corporation (“FHP”), First Hospital Panamericano, Inc., a
Puerto Rico corporation (“PAN”), FHCHS of Puerto Rico, Inc., a Puerto Rico corporation
(“FHCHS” and together with PSI, BHC, PBS, ABS, HHC, CCI, FHP and PAN the
“Borrowers”), the Subsidiaries of PSI identified as “Guarantors” on the signature pages
hereto (the “Guarantors”), the parties identified as “Incremental Revolving Credit Lenders”
on the signature pages hereto (the “Incremental Revolving Credit Lenders”), Citicorp North
America, Inc., as Term Loan Facility Administrative Agent, Bank of America, N.A., as Revolving
Credit Facility Administrative Agent, Barclays Bank PLC, as syndication agent, and General Electric
Capital Corporation, JPMorgan Chase Bank, N.A. and Fifth Third Bank, as documentation agents.



W I T N E S S E T H




     WHEREAS, revolving credit and term loan facilities have been provided to the Borrowers
pursuant to the Second Amended and Restated Credit Agreement (as amended, modified, supplemented,
extended and increased from time to time, the “Credit Agreement”) dated as of July 1, 2005
among the Borrowers, the Guarantors, the Lenders identified therein, the Term Loan Facility
Administrative Agent and the Revolving Credit Facility Administrative Agent; and



     WHEREAS, pursuant to Section 2.14 of the Credit Agreement the Borrowers have requested, and
the Incremental Revolving Credit Lenders have agreed to provide, Incremental Revolving Credit
Commitments; and



     WHEREAS, Section 2.14 of the Credit Agreement requires each Incremental Revolving Credit
Lender to provide its Incremental Revolving Credit Commitment pursuant to an Incremental Facility
Amendment executed by the Loan Parties, the Incremental Revolving Credit Lenders and the
Administrative Agents; and



     WHEREAS, Section 2.14 of the Credit Agreement permits the Incremental Facility Amendment to
amend the Credit Agreement to give effect to the terms of the Incremental Revolving Credit
Commitments to the extent such amendments are permitted by Section 2.14 of the Credit Agreement and
are necessary or appropriate in the opinion by the Administrative Agents.



     NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Defined Terms. Capitalized terms used herein but not otherwise defined herein
shall have the meanings provided to such terms in the Credit Agreement.



     2. Incremental Revolving Credit Commitments. Each Incremental Revolving Credit Lender
agrees that such Incremental Revolving Credit Lender shall have the Incremental Revolving Credit













 







Commitment as set forth on Schedule 1 hereto. For purposes of clarification, (a) the
Optional Reduction (defined below) and the reduction of the Revolving Credit Commitment of each
Revolving Credit Lender as a result of the Optional Reduction shall be effective immediately prior
to the effectiveness of the Incremental Revolving Credit Commitments and therefore the Incremental
Revolving Credit Commitments shall not be reduced as a result of the Optional Reduction and (b)
immediately upon the effectiveness of this Amendment the Borrowers shall prepay the Revolving
Credit Loans with the proceeds of the initial advance of Incremental Revolving Credit Loans such
that immediately after giving effect to such prepayment each Revolving Credit Lender (including
each Incremental Revolving Credit Lender) shall hold its Pro Rata Share (including the Incremental
Revolving Credit Commitments in the calculation thereof) of outstanding Revolving Credit Loans
(including Incremental Revolving Credit Loans).



     3. Amendments. The Credit Agreement is amended in the following respects:



     3.1 The following definitions in Section 1.01 of the Credit Agreement are amended to read as
follows:




“Lender” means the Swing Line Lender and each other financial institution or
other entity (a) identified as a “Lender” on the signature pages hereto or to any
amendment adopted pursuant to Section 11.01 (Amendments, Etc.), and in each case,
its successors and assigns, (b) identified as an “Incremental Revolving Credit
Lender” on the signature pages to any Incremental Facility Amendment or (c) from
time to time becomes a party hereto by execution of an Assignment and Assumption;
and, as the context requires, includes the L/C Issuer.




“Revolving Credit Commitment” means, with respect to each Revolving Credit
Lender, the commitment of such Revolving Credit Lender to make Revolving Loans and
acquire interests in other Revolving Credit Outstandings in the aggregate principal
amount outstanding not to exceed the amount set forth opposite such Revolving Credit
Lender’s name on Schedule I (Commitments) under the caption “Revolving Credit
Commitment”, as amended to reflect each Assignment and Assumption executed by
such Revolving Credit Lender and each Incremental Facility Amendment executed by
such Revolving Credit Lender and as such amount may be reduced pursuant to this
Agreement. For purposes of clarification, an Incremental Revolving Credit
Commitment is a Revolving Credit Commitment.




“Revolving Credit Lender” means each Lender that (a) is an Original
Revolving Credit Lender, (b) is an Additional Revolving Credit Lender, (c) an
Incremental Revolving Credit Lender or (d) participates in any Letter of Credit.




“Revolving Loans” has the meaning specified in Section 2.01(a) (Revolving
Credit Commitments). For purposes of clarification, all Original Revolving Loans,
all Additional Revolving Loans and all Incremental Revolving Loans are Revolving
Loans.




“Scheduled Maturity Date” means (a) with respect to the Revolving Credit
Commitments (other than the Incremental Revolving Credit Commitments) and the
Revolving Loans (other than Incremental Revolving Loans), December 21, 2009, and (b)
with respect to the Incremental Revolving Credit Commitments and the Incremental
Revolving Loans, Swing Line Loans and Letters of Credit, December 31, 2011.



2









 





     3.2 The pricing grid applicable to Revolving Loans and Swing Line Loans in the definition of
“Applicable Margin” in Section 1.01 of the Credit Agreement is amended to read as follows:



	 	 	 	 	 	 	 	 	 
	 	 	Base Rate	 	Eurodollar
	Consolidated Total Leverage Ratio	 	Loans	 	Rate Loans
	Greater than or equal to 5.0 to 1
	 	 	4.75	%	 	 	5.75	%
	Less than 5.0 to 1 and equal to or
greater than 4.5 to 1
	 	 	4.50	%	 	 	5.50	%
	Less than 4.5 to 1 and equal to or
greater than 4.0 to 1
	 	 	4.25	%	 	 	5.25	%
	Less than 4.0 to 1
	 	 	4.00	%	 	 	5.00	%






     3.3 The pricing grid in the definition of “Unused Commitment Fee Rate” in Section 1.01 of the
Credit Agreement is amended to read as follows:



	 	 	 	 	 
	Consolidated Total Leverage Ratio	 	Unused Commitment Fee Rate
	Greater than or equal to 5.0 to 1
	 	 	1.00	%
	Less than 5.0 to 1 and equal to or
greater than 4.5 to 1
	 	 	1.00	%
	Less than 4.5 to 1 and equal to or
greater than 4.0 to 1
	 	 	0.75	%
	Less than 4.0 to 1
	 	 	0.75	%






     3.4 The first sentence of Section 2.01(a) is amended to read as follows:




On the terms and subject to the conditions contained in this Agreement, (i) each
Original Revolving Credit Lender severally agreed to make loans in an aggregate
principal amount of $150,000,000 (each an “Original Revolving Loan”) to the
Borrower from time to time on any Business Day during the period from the Closing
Date until the Revolving Credit Termination Date, (ii) each Additional Revolving
Credit Lender severally agrees to make additional loans in an aggregate principal
amount of $150,000,000 (each an “Additional Revolving Loan”) to the Borrower
from time to time on any Business Day during the period from the Amendment Effective
Date until the Revolving Credit Termination Date and (iii) each Incremental
Revolving Credit Lender severally agrees to make Incremental Revolving Loans in an
aggregate principal amount of up to the amount of its Incremental Revolving Credit
Commitment to the Borrower from time to time on any Business Day during the period
from the Incremental Facility Effective Date until the Revolving Credit Termination
Date, provided, however, that at no time shall any Revolving Credit Lender be
obligated to make a Revolving Loan (as defined below) in excess of such Revolving
Credit Lender’s Pro Rata Share of the Available Credit.



     3.5 The following sentences are added immediately following the second sentence of Section
2.01(a):



3









 






Commencing on the Incremental Facility Effective Date all Incremental Revolving
Loans shall (together with all Original Revolving Loans and all Additional Revolving
Loans) be “Revolving Loans”. Commencing on the Incremental Facility
Effective Date each Notice of Borrowing with respect to a proposed Revolving Credit
Borrowing shall be a request for each Revolving Credit Lender to fund its Pro Rata
Share of such proposed Revolving Credit Borrowing without regard to whether such
Revolving Credit Lender is an Original Revolving Credit Lender, an Additional
Revolving Credit Lender or an Incremental Revolving Credit Lender. On the
Incremental Facility Effective Date the Incremental Revolving Credit Lenders shall
be deemed to purchase from the Revolving Credit Lenders (other than the Incremental
Revolving Credit Lenders) (x) risk participations in each Letter of Credit
outstanding on such date in such amounts as shall cause each Revolving Credit Lender
to hold a risk participation in each such Letter of Credit in an amount equal to the
product of such Revolving Credit Lender’s Pro Rata Share times the amount of such
Letter of Credit and (y) risk participations in each Swing Line Loan outstanding on
such date in such amounts as shall cause each Revolving Credit Lender to hold a risk
participation in each such Swing Line Loan in an amount equal to the product of such
Revolving Credit Lender’s Pro Rata Share times the amount of such Swing Line Loan.



     3.6 As of the Incremental Facility Effective Date, the Revolving Credit Commitment of each
Revolving Credit Lender is as set forth on Schedule 2 hereto.



     4. Conditions Precedent. This Amendment shall be effective as of the date hereof upon
satisfaction of each of the following conditions:




     (a) receipt by the Revolving Credit Facility Administrative Agent of counterparts of
this Amendment executed by the Borrowers, the Guarantors, the Administrative Agents and the
Incremental Revolving Credit Lenders;




     (b) receipt by the Revolving Credit Facility Administrative Agent of a Revolving Note
executed by the Borrowers for each Incremental Revolving Credit Lender that requests a
Revolving Note;




     (c) receipt by the Revolving Credit Facility Administrative Agent of an opinion of
counsel to the Borrowers and the Guarantors in form and substance reasonably satisfactory to
the Incremental Revolving Credit Lenders;




     (d) receipt by the Revolving Credit Facility Administrative Agent of a certificate of
the Secretary or an Assistant Secretary of each Guarantor certifying that (i) there have
been no changes to the Organization Documents of such Loan Party delivered pursuant to the
Credit Agreement on the Closing Date or thereafter, other than as may be attached to such
certificate of the Secretary or Assistant Secretary and (ii) resolutions of such Loan
Party’s board of directors (or equivalent governing body) approving and authorizing the
execution, delivery and performance of this Amendment are attached to such certificate and
such resolutions are in full force and effect;




     (e) receipt by the Revolving Credit Facility Administrative Agent of a certificate of a
Responsible Officer of PSI (i) certifying that there have been no changes to the
Organization Documents of any Borrower delivered pursuant to the Credit Agreement on the
Closing Date or thereafter, other than as may be attached to such certificate, (ii)
certifying that resolutions of the



4









 








each Borrower’s board of directors (or equivalent governing body) approving and
authorizing the execution, delivery and performance of this Amendment are attached to such
certificate and such resolutions are in full force and effect, (iii) demonstrating that
after giving effect to the making of the Incremental Revolving Loans on the date hereof and
the use of the proceeds thereof, the Borrowers would be in compliance with the financial
covenants set forth in Section 8.11 (Financial Covenants) of the Credit Agreement on a Pro
Forma Basis as of such date and as of the last day of the most recent fiscal quarter for
which financial statements have been delivered in accordance with Section 7.01(a) or (b)
(Financial Statements) of the Credit Agreement, and (iv) certifying that both before and
after giving effect to this Amendment, (A) the representations and warranties set forth in
Article VI (Representations and Warranties) of the Credit Agreement and the other Loan
Documents shall be true and correct in all material respects on and as of the date hereof
(unless expressly stated to relate to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such earlier date),
and (B) no Default shall have occurred and be continuing;




     (f) at least three Business Days prior to the date hereof the Borrowers shall have
delivered written notice to the Revolving Credit Facility Administrative Agent pursuant to
Section 2.05(a) of the Credit Agreement permanently reducing the Revolving Credit
Commitments by $200 million effective immediately prior to the effectiveness of this
Amendment (the “Optional Reduction”);




     (g) the Optional Reduction shall have become effective immediately prior to the
effectiveness of this Amendment; and




     (h) the Borrowers shall have paid all fees and expenses owing by PSI pursuant to the
fee letter dated as of January 29, 2009 among PSI, Bank of America and Banc of America
Securities.




Without limiting the generality of the provisions of Article X of the Credit Agreement, for
purposes of determining compliance with the conditions specified in this Section 4, each
Incremental Revolving Credit Lender that has signed this Amendment shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or other matter
required by this Amendment to be consented to or approved by or acceptable or satisfactory
to an Incremental Revolving Credit Lender unless the Administrative Agents shall have
received notice from such Incremental Revolving Credit Lender prior to the proposed closing
date of this Amendment specifying its objection thereto.



     5. Amendment is a Loan Document. This Amendment is a Loan Document.



     6. Reaffirmation of Obligations. Each Loan Party (a) acknowledges and consents to all
of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan
Documents and (c) agrees that this Amendment and all documents executed in connection herewith do
not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.



     7. Reaffirmation of Security Interests. Each Loan Party (a) affirms that each of the
Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that
this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in
or pursuant to the Loan Documents.



5









 





     8. No Other Changes. Except as modified hereby, all of the terms and provisions of
the Loan Documents (including schedules and exhibits thereto) shall remain in full force and
effect.



     9. Counterparts; Delivery. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original and it shall
not be necessary in making proof of this Amendment to produce or account for more than one such
counterpart. Delivery of an executed counterpart of this Amendment by facsimile or other electronic
imaging means shall be effective as an original.



     10. Governing Law. This Amendment and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the law of the State
of New York.



[Signature Pages Follow]





6









 








     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Incremental
Facility Amendment to the Second Amended and Restated Credit Agreement to be duly executed and
delivered as of the date first above written.



BORROWERS:



PSYCHIATRIC SOLUTIONS, INC., a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Brent Turner
 

Brent Turner
	 	 
	Title:

	 	Executive Vice President, Finance & Administration	 	 






ALTERNATIVE BEHAVIORAL SERVICES, INC., a Virginia corporation

BHC HOLDINGS, INC., a Delaware corporation

COMMUNITY CORNERSTONES, INC., a Puerto Rico corporation

FHCHS OF PUERTO RICO, INC., a Puerto Rico corporation

FHP PUERTO RICO, INC., a Puerto Rico corporation

FIRST HOSPITAL PANAMERICANO, INC., a Puerto Rico corporation

HORIZON HEALTH CORPORATION, a Delaware corporation

PREMIER BEHAVIORAL SOLUTIONS, INC., a Delaware corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Brent Turner
 

Brent Turner
	 	 
	Title:

	 	Vice President of each of the foregoing Borrowers	 	 






[SIGNATURE PAGES FOLLOW]





 









 








GUARANTORS:




ABS-First Step, Inc., a Virginia corporation

ABS LINCS, LLC, a Virginia limited liability company

ABS LINCS DC, LLC, a Virginia limited liability company

ABS LINCS KY, Inc., a Virginia corporation

ABS LINCS NJ, Inc., a Virginia corporation

ABS LINCS PA, Inc., a Virginia corporation

ABS LINCS SC, Inc. a South Carolina corporation

ABS LINCS TN, Inc., a Virginia corporation

ABS LINCS TX, Inc., a Kentucky corporation

ABS LINCS VA, Inc., a Virginia corporation

ABS New Hope, Midlands, Inc., a South Carolina corporation

Alliance Crossings, LLC, a Delaware limited liability company

Alliance Health Center, Inc., a Mississippi corporation

Atlantic Shores Hospital, LLC, a Delaware limited liability company

Behavioral Educational Services, Inc., a Delaware corporation

Behavioral Healthcare LLC, a Delaware limited liability company

Benchmark Behavioral Health System, Inc., a Utah corporation

BHC Alhambra Hospital, Inc., a Tennessee corporation

BHC Belmont Pines Hospital, Inc., a Tennessee corporation

BHC Cedar Vista Hospital, Inc., a California corporation

BHC Fairfax Hospital, Inc., a Tennessee corporation

BHC Fort Lauderdale Hospital, Inc., a Tennessee corporation

BHC Fox Run Hospital, Inc., a Tennessee corporation

BHC Fremont Hospital, Inc., a Tennessee corporation

BHC Health Services of Nevada, Inc., a Nevada corporation

BHC Heritage Oaks Hospital, Inc., a Tennessee corporation

BHC Intermountain Hospital, Inc., a Tennessee corporation

BHC Management Services of Louisiana, LLC, a Delaware limited liability company

BHC Management Services of New Mexico, LLC, a Delaware limited liability company

BHC Management Services of Streamwood, LLC, a Delaware limited liability company

BHC Mesilla Valley Hospital, LLC, a Delaware limited liability company

BHC Montevista Hospital, Inc., a Nevada corporation

BHC Northwest Psychiatric Hospital, LLC, a Delaware limited liability company

BHC Pinnacle Pointe Hospital, Inc., a Tennessee corporation

BHC Properties, LLC, a Tennessee corporation

BHC Sierra Vista Hospital, Inc., a Tennessee corporation

BHC Spirit of St. Louis Hospital, Inc., a Tennessee corporation

BHC Streamwood Hospital, Inc., a Tennessee corporation

BHC Windsor Hospital, Inc., an Ohio corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Brent Turner
 

Brent Turner
	 	 
	Title:

	 	Vice President and Assistant Secretary of each of the foregoing Guarantors	 	 






[SIGNATURE PAGES FOLLOW]





 









 








Brentwood Acquisition, Inc., a Tennessee corporation

Brentwood Acquisition-Shreveport, Inc., a Delaware corporation

Brynn Marr Hospital, Inc., a North Carolina corporation

Calvary Center, Inc., a Delaware corporation

Canyon Ridge Hospital, Inc., a California corporation

Cedar Springs Hospital, Inc., a Delaware corporation

Centennial Peaks Hospital, LLC, a Delaware limited liability company

Children’s Treatment Solutions, LLC, a Tennessee limited liability company

Collaborative Care LLC, a Tennessee limited liability company

Columbus Hospital, LLC, a Delaware limited liability company

Columbus Hospital Partners, LLC, a Tennessee limited liability company

Compass Hospital, Inc., a Delaware corporation

Crawford First Education, Inc., a Virginia corporation

Cumberland Hospital, LLC, a Virginia limited liability company

Cumberland Hospital Partners, LLC, a Delaware limited liability company

Diamond Grove Center, LLC, a Delaware limited liability company

Employee Assistance Services, Inc., a Kentucky corporation

First Hospital Corporation of Nashville, a Virginia corporation

First Hospital Corporation of Virginia Beach, a Virginia corporation

Fort Lauderdale Hospital, Inc., a Florida corporation

Great Plains Hospital, Inc., a Missouri corporation

Gulf Coast Treatment Center, Inc., a Florida corporation

Havenwyck Hospital Inc., a Michigan corporation

H.C. Corporation, an Alabama corporation

HHC Augusta, Inc., a Georgia corporation

HHC Berkeley, Inc., a South Carolina corporation

HHC Conway Investment, Inc., a South Carolina corporation

HHC Cooper City, Inc., a Florida corporation

HHC Delaware, Inc., a Delaware corporation

HHC Focus Florida, Inc., a Florida corporation

HHC Indiana, Inc., an Indiana corporation

HHC Kingwood Investment, LLC, a Delaware limited liability company

HHC Oconee, Inc., a South Carolina corporation

HHC Ohio, Inc., an Ohio corporation

HHC Poplar Springs, Inc., a Virginia corporation

HHC River Park, Inc., a West Virginia corporation

HHC Services, LLC, a Texas limited liability company

HHC South Carolina, Inc., a South Carolina corporation

HHC St. Simons, Inc., a Georgia corporation

HHC Toledo, Inc., an Ohio corporation

HMHM of Tennessee, LLC, a Tennessee limited liability company




	 	 	 	 	 
	By: 

Name:

	 	/s/ Brent Turner
 

Brent Turner
	 	 
	Title:

	 	Vice President and Assistant Secretary of each of the foregoing Guarantors	 	 






[SIGNATURE PAGES FOLLOW]





 









 








Holly Hill Hospital, LLC, a Tennessee limited liability company

Horizon Behavioral Services, LLC, a Delaware limited liability company

Horizon Health Austin, Inc., a Texas corporation

Horizon Health Hospital Services, LLC, a Delaware limited liability company

Horizon Health Physical Rehabilitation Services, LLC, a Delaware limited liability company

Horizon Mental Health Management, LLC, a Texas limited liability company

HSA Hill Crest Corporation, an Alabama corporation

HSA of Oklahoma, Inc., an Oklahoma corporation

Hughes Center, LLC, a Virginia limited liability company

Indiana Psychiatric Institutes, LLC, a Delaware limited liability company

InfoScriber Corporation, a Delaware corporation

Kids Behavioral Health of Utah, Inc., a Utah corporation

Kingwood Pines Hospital, LLC, a Texas limited liability company

KMI Acquisition, LLC, a Delaware limited liability company

Kolburn School, LLC, a Delaware limited liability company

Lakeland Behavioral, LLC, a Florida limited liability company

Laurel Oaks Behavioral Health Center, Inc., a Delaware corporation

Laurelwood Associates, Inc., an Ohio corporation

Lebanon Hospital Partners, LLC, a Tennessee limited liability company

Liberty Point Behavioral Healthcare, LLC, a Delaware limited liability company

Mental Health Outcomes, LLC, a Delaware limited liability company

Mesilla Valley Hospital, Inc., a New Mexico corporation

Mesilla Valley Mental Health Associates, Inc., a New Mexico corporation

Michigan Psychiatric Services, Inc., a Michigan corporation

Mission Vista Behavioral Health Services, Inc., a Delaware corporation

Nashville Rehab, LLC, a Tennessee limited liability company

North Spring Behavioral Healthcare, Inc., a Tennessee corporation

Northern Indiana Partners, LLC, a Tennessee limited liability company

Ocala Behavioral Health, LLC, a Delaware limited liability company

Palmetto Behavioral Health Holdings, LLC, a Delaware limited liability company

Palmetto Behavioral Health Solutions, LLC, a South Carolina limited liability company

Palmetto Behavioral Health System, L.L.C., a South Carolina limited liability company

Palmetto Lowcountry Behavioral Health, L.L.C., a South Carolina limited liability company

Palmetto Pee Dee Behavioral Health, L.L.C., a South Carolina limited liability company

Peak Behavioral Health Services, LLC, a Delaware limited liability company

Premier Behavioral Service, Inc., a Delaware corporation

Premier Behavioral Solutions of Florida, Inc., a Delaware corporation

Pride Institute, Inc., a Minnesota corporation

Psychiatric Management Resources, Inc., a California corporation




	 	 	 	 	 
	By: 

Name:

	 	/s/ Brent Turner
 

Brent Turner
	 	 
	Title:

	 	Vice President and Assistant Secretary of each of the foregoing Guarantors	 	 






[SIGNATURE PAGES FOLLOW]





 









 








Psychiatric Solutions Hospitals, LLC, a Delaware limited liability company

Psychiatric Solutions of Virginia, Inc., a Tennessee corporation

PsychManagement Group, Inc., a West Virginia corporation

Ramsay Managed Care, LLC, a Delaware limited liability company

Ramsay Youth Services of Georgia, Inc., a Delaware corporation

Ramsay Youth Services Puerto Rico, Inc., a Puerto Rico corporation

Red Rock Behavioral Health LLC, a Delaware limited liability company

Red Rock Solutions, LLC, a Delaware limited liability company

Resources for Living, LLC, a Texas limited liability company

Riveredge Hospital Holdings, Inc., a Delaware corporation

Riveredge Hospital, Inc., an Illinois corporation

Rockford Acquisition Sub, Inc., an Illinois corporation

Rolling Hills Hospital, LLC, a Tennessee limited liability company

Samson Properties, LLC, a Florida limited liability company

Servicios Conductuales del Caribe, Inc., a Puerto Rico corporation

Shadow Mountain Behavioral Health System, LLC, a Delaware limited liability company

Somerset, Incorporated, a California corporation

SP Behavioral, LLC, a Florida limited liability company

Springfield Hospital, Inc., a Delaware corporation

Summit Oaks Hospital, Inc., a New Jersey corporation

Sunstone Behavioral Health, LLC, a Tennessee limited liability company

TBD Acquisition, LLC, a Delaware limited liability company

TBJ Behavioral Center, LLC, a Delaware limited liability company

Texas Hospital Holdings, Inc., a Delaware corporation

Texas Hospital Holdings, LLC, a Texas limited liability company

The Counseling Center of Middle Tennessee, Inc., a Tennessee corporation

The National Deaf Academy, LLC, a Florida limited liability company

The Pines Residential Treatment Center, Inc., a Virginia corporation

The Vasquez Group Inc., an Illinois corporation

Therapeutic School Services, L.L.C., an Oklahoma limited liability company

Three Rivers Behavioral Health, LLC, a South Carolina limited liability company

Three Rivers Healthcare Group, LLC, a South Carolina limited liability company

Three Rivers Residential Treatment | Midlands Campus, Inc., a South Carolina corporation

Three Rivers SPE, LLC, a South Carolina limited liability company

Three Rivers SPE Holding, LLC, a South Carolina limited liability company

Three Rivers SPE Manager, Inc., a South Carolina corporation

Transitional Care Ventures, Inc., a Delaware corporation

Tucson Health Systems, Inc., a Delaware corporation

University Behavioral, LLC, a Florida limited liability company

Valle Vista, LLC, a Delaware limited liability company

Valle Vista Hospital Partners, LLC, a Tennessee limited liability company




	 	 	 	 	 
	By: 

Name:

	 	/s/ Brent Turner
 

Brent Turner
	 	 
	Title:

	 	Vice President and Assistant Secretary of each of the foregoing Guarantors	 	 






[SIGNATURE PAGES FOLLOW]





 









 








Virgin Islands Behavioral Services, Inc., a Virginia corporation

Wekiva Springs Center, LLC, a Delaware corporation

Wellstone Holdings, Inc., a Delaware corporation

Wellstone Regional Hospital Acquisition, LLC, an Indiana limited liability company

Willow Springs, LLC, a Delaware limited liability company

Windmoor Healthcare, Inc., a Florida corporation

Windmoor Healthcare of Pinellas Park, Inc., a Delaware corporation

Work & Family Benefits, Inc., a New Jersey corporation

Zeus Endeavors, LLC, a Florida limited liability company




	 	 	 	 	 
	By: 

Name:

	 	/s/ Brent Turner
 

Brent Turner
	 	 
	Title:

	 	Vice President and Assistant Secretary of each of the foregoing Guarantors	 	 






H.C. PARTNERSHIP, an Alabama general partnership




	 	 	 	 	 	 	 
	BY:	 	H.C. CORPORATION, its partner
	 	 	HSA HILL CREST CORPORATION, its partner
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brent Turner
 

Brent Turner
	 	 
	 

	 	Title:
	 	Vice President and Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	SHC-KPH, LP, a Texas limited partnership	 	 
	 
	 	 	 	 	 	 
	BY:	 	HHC Kingwood Investment, LLC, a Delaware
	 	 	limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brent Turner	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Brent Turner	 	 
	 

	 	Title:
	 	Vice President and Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	BY:	 	Kingwood Pines Hospital, LLC, a Texas limited
	 	 	liability company
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brent Turner	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Brent Turner	 	 
	 

	 	Title:
	 	Vice President and Assistant Secretary	 	 






[SIGNATURE PAGES FOLLOW]




 









 





	 	 	 	 	 	 	 
	BHC OF INDIANA, GENERAL PARTNERSHIP, a Tennessee general partnership
	 
	 	 	 	 	 	 
	BY:	 	COLUMBUS HOSPITAL PARTNERS, LLC, its partner	 	 
	 	 	LEBANON HOSPITAL PARTNERS, LLC, its partner	 	 
	 	 	NORTHERN INDIANA PARTNERS, LLC, its partner	 	 
	 	 	VALLE VISTA HOSPITAL PARTNERS, LLC, its partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brent Turner
 

Brent Turner
	 	 
	 

	 	Title:
	 	Vice President & Assistant Secretary	 	 






BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP, a Delaware general partnership




	 	 	 	 	 	 	 	 	 
	BY:	 	BHC OF INDIANA, GENERAL PARTNERSHIP, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	COLUMBUS HOSPITAL PARTNERS, LLC, its partner	 	 
	 	 	 	 	LEBANON HOSPITAL PARTNERS, LLC, its partner	 	 
	 	 	 	 	NORTHERN INDIANA PARTNERS, LLC, its partner	 	 
	 	 	 	 	VALLE VISTA HOSPITAL PARTNERS, LLC, its partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:

Name:
	 	/s/ Brent Turner
 

Brent Turner
	 	 
	 

	 	 	 	Title:
	 	Vice President and Assistant
Secretary	 	 






	 	 	 	 	 	 	 
	BY:	 	INDIANA PSYCHIATRIC INSTITUTES, LLC, its partner
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brent Turner
 

Brent Turner
	 	 
	 

	 	Title:
	 	Vice President and Assistant Secretary	 	 






HICKORY TRAIL HOSPITAL, L.P., a Delaware limited partnership

HIGH PLAINS BEHAVIORAL HEALTH, L.P., a Delaware limited partnership

MILLWOOD HOSPITAL, L.P., a Texas limited partnership

TEXAS CYPRESS CREEK HOSPITAL, L.P., a Texas limited partnership

TEXAS WEST OAKS HOSPITAL, L.P., a Texas limited partnership

NEURO INSTITUTE OF AUSTIN, L.P., a Texas limited partnership

TEXAS LAUREL RIDGE HOSPITAL, L.P., a Texas limited partnership

TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P., a Texas limited partnership

TEXAS SAN MARCOS TREATMENT CENTER, L.P., a Texas limited partnership




	 	 	 	 	 	 	 
	BY:	 	TEXAS HOSPITAL HOLDINGS, LLC, as General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Brent Turner
 

Brent Turner
	 	 
	 

	 	Title:
	 	Vice President & Assistant Secretary	 	 






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ADMINISTRATIVE AGENTS :




CITICORP NORTH AMERICA, INC., as Term Loan Facility Administrative Agent




	 	 	 	 	 
	By: 

Name:

	 	/s/ Allen Fisher
 

Allen Fisher
	 	 
	Title:

	 	Vice President	 	 






BANK OF AMERICA, N.A., as Revolving Credit Facility Administrative Agent




	 	 	 	 	 
	By: 

Name:

	 	/s/ Anne M. Zeschke
 

Anne M. Zeschke
	 	 
	Title:

	 	Vice President	 	 






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INCREMENTAL REVOLVING CREDIT LENDERS:




BANK OF AMERICA, N.A.




	 	 	 	 	 
	By: 

Name:

	 	/s/ Suzanne B. Smith
 

Suzanne B. Smith
	 	 
	Title:

	 	Senior Vice President	 	 
	 
	 	 	 	 
	CITICORP NORTH AMERICA, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Allen Fisher	 	 
	 

	 	 	 	 
	Name:

	 	Allen Fisher	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steven G. Sutton	 	 
	 

	 	 	 	 
	Name:

	 	Steven G. Sutton	 	 
	Title:

	 	Division Manager	 	 
	 
	 	 	 	 
	FIFTH THIRD BANK	 	 
	 
	 	 	 	 
	By:

	 	/s/ John Stringfield	 	 
	 

	 	 	 	 
	Name:

	 	John Stringfield	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	BARCLAYS BANK PLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Diane Rolfe	 	 
	 

	 	 	 	 
	Name:

	 	Diane Rolfe	 	 
	Title:

	 	Director	 	 
	 
	 	 	 	 
	CIT BANK, a state chartered bank organized under the state laws of Utah
	 
	 	 	 	 
	By:

	 	  /s/ Daniel Burnett	 	 
	 

	 	 	 	 
	Name:

	 	Daniel Burnett	 	 
	Title:

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	ROYAL BANK OF CANADA	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gordon MacArthur	 	 
	 

	 	 	 	 
	Name:

	 	Gordon MacArthur	 	 
	Title:

	 	Authorized Signatory	 	 






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	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Thomas A. Heckman
 

Thomas A. Heckman
	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	REGIONS BANK	 	 
	 
	 	 	 	 
	By:

	 	/s/ Craig Gardella	 	 
	 

	 	 	 	 
	Name:

	 	Craig Gardella	 	 
	Title:

	 	Senior Vice President	 	 
	 
	 	 	 	 
	CAPSTAR BANK	 	 
	 
	 	 	 	 
	By:

	 	/s/ Timothy B. Fouts	 	 
	 

	 	 	 	 
	Name:

	 	Timothy B. Fouts	 	 
	Title:

	 	Senior Vice President	 	 
	 
	 	 	 	 
	PINNACLE NATIONAL BANK	 	 
	 
	 	 	 	 
	By:

	 	/s/ Allison H. Jones	 	 
	 

	 	 	 	 
	Name:

	 	Allison H. Jones	 	 
	Title:

	 	Senior Vice President	 	 
	 
	 	 	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dionne Miller	 	 
	 

	 	 	 	 
	Name:

	 	Dionne Miller	 	 
	Title:

	 	Its Duly Authorized Signatory