Registration Rights Agreement


 Exhibit 4.3 

EXECUTION COPY 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT dated September 29, 2010 (this “Agreement”) is entered into by and among UHS Escrow
Corporation, a Delaware corporation (the “Escrow Issuer”) and a direct wholly owned subsidiary of Universal Health Services Inc., a Delaware corporation (the “Company”), the Company, each of the guarantors that is a subsidiary of
the Company listed in Schedule 1 hereto (the “UHS Subsidiary Guarantors”) and the initial purchasers (the “Initial Purchasers”) of the Securities (as defined below) for whom J.P. Morgan Securities LLC (“J.P. Morgan”) is
acting as representative (the “Representative”). 
 The Escrow Issuer, the Company, the UHS Subsidiary Guarantors and
the Initial Purchasers are parties to the Purchase Agreement, dated September 15, 2010 (the “Purchase Agreement”), which provides for the sale by the Escrow Issuer to the Initial Purchasers of $250,000,000 aggregate principal amount
of its 7% Senior Notes due 2018 (the “Securities”), which will be guaranteed on a senior unsecured basis by each of the Subsidiary Guarantors. 

The Securities are being issued and sold in connection with the acquisition (the “Acquisition”) by the Company of Psychiatric
Solutions, Inc., a Delaware corporation (“PSI”), pursuant to the Agreement and Plan of Merger between the Company, Olympus Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, and PSI, dated as of
May 16, 2010. Prior to the consummation of the Acquisition, the net proceeds of the offering of the Securities will be held in escrow pending the consummation of the Acquisition and the satisfaction of the other conditions set forth in the
escrow and security agreement (the date of the satisfaction of such conditions, the “Completion Date”). On the Completion Date, each of the Company and the Subsidiary Guarantors will enter into the Supplemental Indenture, pursuant to which
each of them will become a party to the Indenture. Also concurrently with the consummation of the Acquisition on the Completion Date, the Escrow Issuer will merge with and into the Company, and the Company will assume all the obligations of the
Escrow Issuer under the Securities. From and after the Completion Date, the payment of principal of, premium and additional interest, if any, and interest on the Securities will be fully and unconditionally guaranteed on a senior unsecured basis by
the Subsidiary Guarantors. 
 In addition, on the Completion Date, the Subsidiary Guarantors that are subsidiaries of PSI
(collectively with PSI, the “PSI Guarantors”) will enter into a joinder agreement to this Agreement, the form of which is attached hereto as Exhibit A (the “Joinder Agreement”), pursuant to which they will become parties to this
Agreement. 
 As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the UHS
Subsidiary Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under
the Purchase Agreement. 






 In consideration of the foregoing, the parties hereto agree as follows: 

1. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Acquisition” shall have the meaning set forth in the recitals hereto. 

“Additional Subsidiary Guarantor” shall mean any subsidiary of the Company that executes a Guarantee under the Indenture after
the date of this Agreement. 
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed. 
 “Company” shall have the
meaning set forth in the preamble and shall also include the Company’s successors. 
 “Completion Date” shall
have the meaning set forth in the recitals hereto. 
 “Escrow Issuer” shall have the meaning set forth in the
preamble. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 

“Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 

“Exchange Offer” shall mean the exchange offer by the Company and the Subsidiary Guarantors of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration” shall mean a
registration under the Securities Act effected pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration
Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 
 “Exchange
Securities” shall mean senior notes issued by the Company and guaranteed by the Subsidiary Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on
transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 

 

 2 







 “Free Writing Prospectus” means each free writing prospectus (as defined in Rule
405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities. 

“Guarantees” shall mean the guarantees of the Securities and guarantees of the Exchange Securities by the Subsidiary Guarantors
under the Indenture. 
 “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Section 4 and Section 5 hereof, the term
“Holders” shall include Participating Broker-Dealers. 
 “Indemnified Person” shall have the meaning set
forth in Section 5(c) hereof. 
 “Indemnifying Person” shall have the meaning set forth in Section 5(c)
hereof. 
 “Indenture” shall mean the Indenture relating to the Securities, dated as of September 29, 2010,
between the Escrow Issuer and Union Bank, N.A., as trustee, to which the Company and the Subsidiary Guarantors will be joined on the Completion Date pursuant to the Supplemental Indenture, and as the same may be amended from time to time in
accordance with the terms thereof. 
 “Initial Purchasers” shall mean the several initial purchasers listed on
Schedule 1 to the Purchase Agreement. 
 “Inspector” shall have the meaning set forth in Section 3(a)(xiv)
hereof. 
 “Issuer Information” shall have the meaning set forth in Section 5(a) hereof. 

“J.P. Morgan” shall have the meaning set forth in the preamble. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable
Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Company shall issue any additional Securities under the Indenture
prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class
for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. 
  

 3 







 “Notice and Questionnaire” shall mean a notice of registration statement and
selling security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf Request from such Holder. 

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. 

“Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and
Questionnaire to the Company in accordance with Section 2(b) hereof. 
 “Person” shall mean an individual,
partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a
part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of
the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. 

“Purchase Agreement” shall have the meaning set forth in the preamble. 

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable
Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such
Securities are sold pursuant to Rule 144 under the Securities Act (or any similar provision then in force, but not Rule 144A), (iii) when such Securities cease to be outstanding, (iv) except in the case of Securities that otherwise remain
Registrable Securities and that are held by an Initial Purchaser and that are ineligible to be exchanged in the Exchange Offer, when the Exchange Offer is consummated or (v) the second anniversary of this Agreement, provided that such
date shall be extended by the number of days of any permitted extension pursuant to Section 3(d) hereof. 

“Registration Default” shall mean the occurrence of any of the following: (i) the Exchange Offer is not completed on or
prior to the Target Registration Date, (ii) the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, has not become effective on or prior to the Target Registration Date, (iii) if the
Company receives a Shelf Request pursuant to Section 2(b)(iii), the Shelf Registration Statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of
such Shelf Request, (iv) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter ceases to be effective or the Prospectus contained therein ceases to be usable,

  

 4 







 
in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or
not consecutive) in any 12-month period or (v) the Shelf Registration Statement, if required by this Agreement, has become effective and thereafter, on more than two occasions in any 12-month period during the Shelf Effectiveness Period, the
Shelf Registration Statement ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement. 

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the
Subsidiary Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all
expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting
agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Subsidiary Guarantors and, in the case of
a Shelf Registration Statement, the fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held
by such Participating Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent registered public accounting firms of the Company and the Subsidiary Guarantors, including
the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set
forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 

“Registration Statement” shall mean any registration statement of the Company and the Subsidiary Guarantors that covers any of
the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement, and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. 

“SEC” shall mean the United States Securities and Exchange Commission. 

“Securities” shall have the meaning set forth in the preamble. 

 

 5 







 “Securities Act” shall mean the Securities Act of 1933, as amended from time to
time. 
 “Senior Credit Facility” shall mean the credit agreement, referred to in the offering memorandum dated
September 14, 2010 relating to the Securities as the “senior credit facility,” to be entered into among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders parties thereto from time to time. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Subsidiary
Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority in aggregate principal amount of the Participating Holders) on an appropriate form under Rule 415 under the Securities Act,
or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference therein. 
 “Shelf Request” shall have the meaning set
forth in Section 2(b) hereof. 
 “Staff” shall mean the staff of the SEC. 

“Subsidiary Guarantors” shall mean (i) the UHS Subsidiary Guarantors, (ii) upon the execution of the Joinder
Agreement, the PSI Guarantors, (iii) any Additional Subsidiary Guarantors and (iv) any Subsidiary Guarantor’s successors that guarantee the Securities. 

“Supplemental Indenture” shall mean the Supplemental Indenture relating to the Securities, to be entered into on the Completion
Date, among the Company, the Subsidiary Guarantors and Union Bank, N.A., as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 

“Target Registration Date” shall mean the date that is 180 days after the Completion Date. 

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time. 

“Trustee” shall mean the trustee with respect to the Securities under the Indenture. 

“Underwriter” shall have the meaning set forth in Section 3(e) hereof. 

 

 6 







 “Underwritten Offering” shall mean an offering in which Registrable Securities are
sold to an Underwriter for reoffering to the public. 
 2. Registration Under the Securities Act. (a) To the extent
not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an
offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (y) have such Registration Statement become and remain effective until 180 days after the last Exchange Date for use by one or more Participating
Broker-Dealers. The Company and the Subsidiary Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange
Offer not later than 60 days after such effective date. 
 The Company and the Subsidiary Guarantors shall commence the Exchange
Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following: 

 

	(i)	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for
exchange; 

  

	(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “Exchange Dates”);


  

	(iii)	that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as
otherwise specified herein; 

  

	(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such
Registrable Security, in each case prior to the close of business on the last Exchange Date; and 

  

	(v)	that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at
the address specified in the notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its
election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities. 


 

 7 







 As a condition to participating in the Exchange Offer, a Holder will be required to
represent to the Company and the Subsidiary Guarantors that (1) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer, it has no
arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (3) it is not an “affiliate”
(within the meaning of Rule 405 under the Securities Act) of the Company or any Subsidiary Guarantor and (4) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that
were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange
Securities. 
 As soon as practicable after the last Exchange Date, the Company and the Subsidiary Guarantors shall: 

 

	(I)	accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and 


 

	(II)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and
cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder. 


The Company and the Subsidiary Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and
shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff. 
 (b) In the event that
(i) the Company and the Subsidiary Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange
Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date or (iii) upon receipt of a written request (a
“Shelf Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Subsidiary Guarantors shall use their reasonable best
efforts to cause to be filed, as soon as practicable after such determination date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the

  

 8 







 
Holders thereof and to have such Shelf Registration Statement become effective; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf
Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such
Holder to the Company as is contemplated by Section 3(b) hereof. 
 In the event that the Company and the Subsidiary
Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Subsidiary Guarantors shall use their reasonable best efforts to file and have become effective both an
Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. 

The Company and the Subsidiary Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement
continuously effective until the Securities cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company and the Subsidiary Guarantors further agree to supplement or amend the Shelf Registration Statement, the related
Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective, if required, and
such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company and the Subsidiary Guarantors agree to furnish to the Participating Holders copies of any
such supplement or amendment promptly after its being used or filed with the SEC. 
 (c) The Company and the Subsidiary
Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement. 

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it
has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with
the SEC as provided by Rule 462 under the Securities Act. 
 If a Registration Default occurs, the interest rate on the
Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day 
  


 9 







 
immediately following such Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the date such
Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends when the Securities cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default under clause (i) of
the definition thereof, when the Exchange Offer is completed, (2) in the case of a Registration Default under clause (ii) or clause (iii) of the definition thereof, when the Shelf Registration Statement becomes effective or
(3) in the case of a Registration Default under clause (iv) or clause (v) of the definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time more than one
Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that
begins on the date that the earliest such Registration Default occurred and ends on such next date that there is no Registration Default. 

(e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Subsidiary Guarantors
acknowledge that any failure by the Company or the Subsidiary Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company’s and the Subsidiary Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. 

3. Registration Procedures. (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b)
hereof, the Company and the Subsidiary Guarantors shall as expeditiously as possible: 
 (i) prepare and file with the SEC a
Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected by the Company and the Subsidiary Guarantors, (B) shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their
reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; 

(ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule
424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities; 
  

 10 







 (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing
Prospectus that is required to be filed by the Company or the Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed; 

(iv) in the case of a Shelf Registration, furnish to each Participating Holder, to counsel for the Initial Purchasers, to counsel for
such Participating Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement
thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company and the
Subsidiary Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Participating Holders and any such
Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in
accordance with applicable law; 
 (v) use their reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or blue sky laws of such jurisdictions as any Participating Holder shall reasonably request in writing by the time the applicable Shelf Registration Statement becomes effective; cooperate with such Participating
Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Participating Holder to complete
the disposition in each such jurisdiction of the Registrable Securities owned by such Participating Holder; provided that neither the Company nor any Subsidiary Guarantor shall be required to (1) qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such
jurisdiction if it is not so subject; 
 (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf
Registration, notify each Participating Holder and counsel for such Participating Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become
effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of
any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the

  

 11 







 
Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or
the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Subsidiary Guarantor
contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Subsidiary
Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during
the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such
Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (6) of any determination by the Company or any Subsidiary Guarantor that a post-effective amendment to a Registration
Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be appropriate; 
 (vii) use
their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2) under the
Securities Act, including by filing an amendment to such Registration Statement on the proper form, at the earliest possible moment and provide immediate notice to each Holder or Participating Holder of the withdrawal of any such order or such
resolution; 
 (viii) in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least one
conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested); 

(ix) in the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the
Indenture) as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities; 

(x) upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and
file with the SEC a supplement or post-effective amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus or

  

 12 







 
any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the
Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and the Company and the Subsidiary Guarantors shall notify the Participating Holders (in the case of a Shelf Registration Statement) and the Initial Purchasers and any Participating
Broker-Dealers known to the Company (in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Participating
Holders, such Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Subsidiary Guarantors have amended or
supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission; 

(xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing
of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and their counsel) and make such of the representatives of the
Company and the Subsidiary Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) available for discussion of such
document; and the Company and the Subsidiary Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement, a
Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Participating Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the
Participating Holders or their counsel) shall object; 
 (xii) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the initial effective date of a Registration Statement; 
 (xiii) cause the
Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture
as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to 

 

 13 







 
cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner; 
 (xiv) in the case of a Shelf Registration, make available for inspection by a representative of
the Participating Holders (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority in aggregate principal amount of the
Participating Holders and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and
cause the respective officers, directors and employees of the Company and the Subsidiary Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration
Statement; provided that if any such information is identified by the Company or any Subsidiary Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to
protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter; 

(xv) in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities to be listed on any
securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Subsidiary Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy
applicable listing requirements; 
 (xvi) if reasonably requested by any Participating Holder, promptly include in a Prospectus
supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing; 

(xvii) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith
(including those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but
not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business
of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Subsidiary Guarantors (which counsel and opinions, in form, scope and
substance, shall 
  

 14 







 
be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each Participating Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent registered public accountants of the Company and the Subsidiary Guarantors (and, if necessary,
any other registered public accountant of any subsidiary of the Company or any Subsidiary Guarantor, or of any business acquired by the Company or any Subsidiary Guarantor for which financial statements and financial data are or are required to be
included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the
type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) deliver
such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence
the continued validity of the representations and warranties of the Company and the Subsidiary Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement, it
being agreed that the representations and warranties, opinions of counsel and comfort letters delivered in connection with the initial offering of the Securities, including in connection with the release of the escrow as provided by the Escrow and
Security Agreement, are customary; 
 (xviii) cause each of the PSI Guarantors to execute the Joinder Agreement on the
Completion date in the form attached hereto as Annex A and to deliver such Joinder Agreement to the Initial Purchasers no later than the Completion Date; and 

(xviii) so long as any Registrable Securities remain outstanding, cause each Additional Subsidiary Guarantor upon the creation or
acquisition by the Company of such Additional Subsidiary Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart, together with an opinion of counsel as to the enforceability
thereof against such entity, to the Initial Purchasers no later than five Business Days following the execution thereof. 
 (b)
In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and such other information regarding such Holder and the proposed disposition by such
Holder of such Registrable Securities as the Company and the Subsidiary Guarantors may from time to time reasonably request in writing. 

(c) Each Holder agrees that, upon receipt of any notice from the Company and the Subsidiary Guarantors of the happening of any event of
the kind described in Section 3(a)(vi)(3) or Section 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus and any 
  

 15 







 
Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Subsidiary Guarantors, such Holder will deliver to the Company and the Subsidiary
Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such
notice. 
 (d) If the Company and the Subsidiary Guarantors shall give any notice to suspend the disposition of Registrable
Securities pursuant to a Registration Statement, the Company and the Subsidiary Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the
period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary
to resume such dispositions. The Company and the Subsidiary Guarantors may give any such notice only twice during any 365-day period, and any such suspensions shall not exceed 30 days for each suspension and there shall not be more than two
suspensions in effect during any 365-day period. 
 (e) The Participating Holders who desire to do so may sell such Registrable
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a
majority in principal amount of the Registrable Securities included in such offering, subject to the approval of the Company, which shall not be unreasonably withheld. 

4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that
receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be
deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. 

The Company and the Subsidiary Guarantors understand that it is the Staff’s position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers
or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under
the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Subsidiary Guarantors agree to
amend or supplement 
  

 16 







 
the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d)
hereof), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Subsidiary Guarantors further
agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4. 

(c) The Initial Purchasers shall have no liability to the Company, any Subsidiary Guarantor or any Holder with respect to any request
that they may make pursuant to Section 4(b) hereof. 
 5. Indemnification and Contribution. (a) The Company and
each Subsidiary Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any
Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in
connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or
alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities
Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses,
claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information
relating to any Holder furnished to the Company in writing through J.P. Morgan or any selling Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Subsidiary
Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free
Writing Prospectus or any Issuer Information. 
 (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Subsidiary Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company and the Subsidiary Guarantors, each officer of the Company and the Subsidiary Guarantors who signed the Registration
Statement 
  

 17 







 
and each Person, if any, who controls the Company, the Subsidiary Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus and any
Free Writing Prospectus. 
 (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim
or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person
against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or
(b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the
Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding
or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan, (y) for any Holder, its directors and
officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for

  

 18 







 
any settlement of any proceeding effected without its written consent, but if settled with such consent or if there shall be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No
Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have
been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Subsidiary Guarantors from the offering of the Securities
and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Subsidiary Guarantors on the one hand and the Holders on the other in
connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantors on the one hand and the
Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the
Company and the Subsidiary Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 

(e) The Company, the Subsidiary Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable

  

 19 







 
considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this
Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint. 

(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity. 
 (g) The indemnity and contribution provisions contained in this
Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any
Initial Purchaser or any Holder, or by or on behalf of the Company or the Subsidiary Guarantors or the officers or directors of or any Person controlling the Company or the Subsidiary Guarantors, (iii) acceptance of any of the Exchange
Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 
 6. Release of
Non-Guarantor Subsidiaries. The Escrow Issuer and the Company represent and warrant that the Subsidiary Guarantors listed on Schedule 1 hereto are the subsidiaries of the Company that they expect will guarantee the Senior Credit Facility and
will be Subsidiary Guarantors with respect to the Notes. Any subsidiary of the Company that has executed and delivered this Agreement but is determined not to be required to guarantee the Senior Credit Facility or other indebtedness of the Company
or a Subsidiary Guarantor on the Completion Date and, consequently, is determined not to be required to be a Subsidiary Guarantor shall be automatically and unconditionally released and discharged from this Agreement on the Completion Date and shall
no longer be a party hereto, without any further action by such subsidiary, the Company, the Initial Purchasers or any other party. Similarly, any subsidiary of PSI that is set forth on Schedule 1 to the Joinder Agreement but is determined not to be
required to guarantee the Senior Credit Facility or other indebtedness of the Company or a Subsidiary Guarantor on the Completion Date and, consequently, is determined not to be required to be a Subsidiary Guarantor shall not be required to execute
and deliver the Joinder Agreement. 
  

 20 







 7. General. 

(a) No Inconsistent Agreements. The Company and the Subsidiary Guarantors represent, warrant and agree that (i) the rights
granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Subsidiary Guarantor under any other
agreement and (ii) neither the Company nor any Subsidiary Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof. 
 (b) Amendments and Waivers. The provisions of
this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Subsidiary Guarantors have obtained
the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification,
supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements,
waivers or consents pursuant to this Section 7(b) shall be by a writing executed by each of the parties hereto. 
 (c)
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at
the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 7(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the
Purchase Agreement; (ii) if to the Company and the Subsidiary Guarantors, initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the
provisions of this Section 7(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this
Section 7(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the
same to the Trustee, at the address specified in the Indenture. 
 (d) Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement 

 

 21 







 
or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject
to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall
be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Subsidiary Guarantors with respect to any failure by a Holder to comply with, or
any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e) Third-Party
Beneficiaries. Each Holder shall be a third-party beneficiary to the agreements made hereunder between the Company and the Subsidiary Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. 

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts
(which may include counterparts delivered by any standard form of telecommunication), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not
limit or otherwise affect the meaning hereof. 
 (h) Governing Law. This Agreement, and any claim, controversy or dispute
arising under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York. 

(j) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject
matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable
or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Subsidiary Guarantors and
the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable
provisions. 
  

 22 







 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

					
	UHS ESCROW CORPORATION
		
	By	 	 /s/ Steve Filton

		 	Name:	 	Steve Filton
		 	Title:	 	Vice President
	
	UNIVERSAL HEALTH SERVICES, INC.
		
	By	 	 /s/ Steve Filton

		 	Name:	 	Steve Filton
		 	Title:	 	 Executive Vice President and

Chief Financial Officer

	
	 Each of the UHS Subsidiary Guarantors

Listed on Schedule 1 hereto

		
	By	 	 /s/ Steve Filton

		 	Name:	 	Steve Filton
		 	Title:	 	Vice President


 Signature Page to
Registration Rights Agreement 
  






 Confirmed and accepted as of the date first above written: 

 

			
	J.P. MORGAN SECURITIES LLC
	
	 For itself and on behalf of the

several Initial Purchasers

		
	By:	 	 /s/ David A. Dwyer

		 	 Authorized Signatory

		 	 David A. Dwyer

Executive Director



Signature Page to Registration Rights Agreement 






 Schedule 1 

UHS Subsidiary Guarantors 
  

			
	 Aiken Regional Medical Centers, Inc.
	 	 UHS of Bowling Green, LLC

	 Associated Child Care Educational Services, Inc.
	 	 UHS of Centennial Peaks, LLC

	 Auburn Regional Medical Center, Inc.
	 	 UHS of Cornerstone Holdings, Inc.

	 CCS/Lansing, Inc.
	 	 UHS of Cornerstone, Inc

	 Del Amo Hospital, Inc.
	 	 UHS of D.C., Inc.

	 Fort Duncan Medical Center, Inc
	 	 UHS of Delaware, Inc.

	 Frontline Behavioral Health, Inc.
	 	 UHS of Denver, Inc.

	 Frontline Hospital, LLC
	 	 UHS of Dover, L.L.C.

	 Frontline Residential Treatment Center, LLC
	 	 UHS of Doylestown, LLC

	 Keystone Continuum LLC
	 	 UHS of Fairmount, Inc.

	 Keystone Marion, LLC
	 	 UHS of Fuller, Inc.

	 Keystone Memphis, LLC
	 	 UHS of Georgia Holdings, Inc.

	 Keystone Newport News, LLC
	 	 UHS of Georgia, Inc.

	 Keystone NPS LLC
	 	 UHS of Greenville, Inc.

	 Keystone Richland Center LLC
	 	 UHS of Hampton, Inc.

	 Keystone WSNC, L.L.C.
	 	 UHS of Hartgrove, Inc.

	 La Amistad Residential Treatment Center, LLC
	 	 UHS of Lakeside, LLC

	 Lancaster Hospital Corporation
	 	 UHS of Laurel Heights, L.P.

	 Laredo Regional Medical Center, L.P.
	 	 UHS of New Orleans, Inc.

	 Manatee Memorial Hospital, L.P.
	 	 UHS of Oklahoma, Inc.

	 McAllen Hospitals, L.P.
	 	 UHS of Parkwood, Inc.

	 McAllen Medical Center, Inc.
	 	 UHS of Peachford, L.P.

	 Meridell Achievement Center, Inc.
	 	 UHS of Pennsylvania, Inc.

	 Northwest Texas Healthcare System, Inc.
	 	 UHS of Provo Canyon, Inc.

	 Oak Plains Academy of Tennessee, Inc.
	 	 UHS of Puerto Rico, Inc.

	 Pendleton Methodist Hospital, L.L.C.
	 	 UHS of Ridge, LLC

	 Pennsylvania Clinical Schools, Inc.
	 	 UHS of River Parishes, Inc.

	 Ridge Outpatient Counseling, L.L.C.
	 	 UHS of Rockford, LLC

	 River Oaks, Inc.
	 	 UHS of Salt Lake City, L.L.C.

	 Sparks Family Hospital, Inc.
	 	 UHS of Savannah, L.L.C.

	 Stonington Behavioral Health, Inc.
	 	 UHS of Spring Mountain, Inc.

	 Tennessee Clinical Schools, LLC
	 	 UHS of Springwoods, L.L.C.

	 The Arbour, Inc.
	 	 UHS of SummitRidge, LLC

	 The Bridgeway, Inc.
	 	 UHS of Texoma, Inc.

	 The Pavilion Foundation
	 	 UHS of Timberlawn, Inc.

	 Turning Point Care Center, Inc.
	 	 UHS of Timpanogos, Inc.

	 Two Rivers Psychiatric Hospital, Inc.
	 	 UHS of Westwood Pembroke, Inc.

	 UHS Holding Company, Inc.
	 	 UHS of Wyoming, Inc.

	 UHS of Anchor, L.P.
	 	 UHS Oklahoma City LLC

	 UHS of Benton, Inc.
	 	 UHS Sahara, Inc.

		 	 UHS-Corona, Inc.









			
	 United HealthCare of Hardin, Inc.
	  	
	 Universal Health Services of Rancho Springs, Inc.
	  	
	 Valley Hospital Medical Center, Inc.
	  	
	 Wellington Regional Medical Center Incorporated
	  	







 Annex A 

Counterpart to Registration Rights Agreement 

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Subsidiary Guarantor (as defined in the Registration
Rights Agreement, dated as of September 29, 2010, by and among UHS Escrow Corporation, Universal Health Services, Inc., a Delaware corporation, the subsidiary guarantors party thereto and J.P. Morgan Securities LLC, on behalf of itself and the
other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement. 
 IN WITNESS WHEREOF,
the undersigned has executed this counterpart as of [                    ], [        ]. 

 

			
	[SUBSIDIARY GUARANTOR]
		
	By:	 	  

		 	Name:
		 	Title:








 Exhibit A 

Form of Joinder to the Registration Rights Agreement 

Joinder to the Registration Rights Agreement (this “Joinder Agreement”), dated as of
[        ], 2010, among Psychiatric Solutions, Inc., a Delaware corporation (“PSI”), and each of the undersigned guarantors (collectively with PSI, the “PSI Guarantors”). 

W I T N E S S E T H 

WHEREAS, UHS Escrow Corporation, a Delaware corporation (the “Escrow Issuer”) and a direct, wholly owned subsidiary of
Universal Health Services Inc., a Delaware corporation (the “Company”), the Company, J.P. Morgan Securities LLC, as representative (the “Representative”) of the several initial purchasers listed on Schedule 1 to the Purchase
Agreement (collectively, the “Initial Purchasers”) and each of the subsidiary guarantors listed in Schedule 1 to the Registration Rights Agreement (the “UHS Subsidiary Guarantors”) have heretofore executed the Purchase Agreement,
dated September 15, 2010 (the “Purchase Agreement”) and the Registration Rights Agreement, dated as of September 29, 2010 (the “Registration Rights Agreement”), each initially concerning the purchase of the Securities
(as defined in the Registration Rights Agreement) from the Escrow Issuer by the several Initial Purchasers and the granting of the registration rights set forth in the Registration Rights Agreement. Capitalized terms used herein but not defined
herein shall have the meanings assigned to such terms in the Registration Rights Agreement. 
 WHEREAS, the PSI Guarantors agree
that this Joinder to the Registration Rights Agreement is being executed and delivered in connection with the issue and sale of the Securities pursuant to the Purchase Agreement for other good and valuable consideration thereunder and is being
executed concurrently with the consummation of the Acquisition on the Completion Date. Also concurrently with the consummation of the Acquisition on the Completion Date, the Escrow Issuer will merge with and into the Company, and the Company will
assume all the obligations of the Escrow Issuer under the Securities. 
 NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of Securities as follows: 

1. Joinder. Each of the undersigned hereby acknowledges that it has received and reviewed a copy of the Registration Rights
Agreement and all other documents it deems fit in order to enter into this Joinder to the Registration Rights Agreement, and acknowledges and agrees (i) to join and become a party to the Registration Rights Agreement as indicated by its
signature below, (ii) to be bound by all terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein with the same force and effect as if originally named as a
Subsidiary Guarantor therein, as applicable, and as if such party had executed the Registration Rights Agreement on the date thereof. 
  

 A-1 







 2. Representations, Warranties and Agreements of the PSI Guarantors. Each of the
undersigned hereby represents and warrants to, and agrees for the benefit of, the Holders of the Securities on and as of the date hereof that each of the undersigned has the requisite organizational power to execute and deliver this Joinder to the
Registration Rights Agreement and all action required to be taken by each of them for the due and proper authorization, execution, delivery and performance of this Joinder to the Registration Rights Agreement and the consummation of the transactions
contemplated hereby has been duly and validly taken; this Joinder to the Registration Rights Agreement has been duly authorized, executed and delivered by each of the undersigned and constitutes a valid and legally binding agreement of each of the
undersigned enforceable against each of the undersigned in accordance with its terms. 
 3. GOVERNING LAW. THIS JOINDER
TO THE REGISTRATION RIGHTS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

4. Submission to Jurisdiction, Etc. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or
proceeding against any PSI Guarantor brought by any Holder of the Securities or by any person who controls any Holder of the Securities arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New
York court, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and any other requirements of or objections to personal jurisdiction with
respect thereto and (iii) expressly submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Each of the PSI Guarantors hereby appoints the Company as its authorized agent (the “Authorized Agent”)
upon whom process may be served in any such action arising out of or based on the Purchase Agreement, this Joinder to the Purchase Agreement, the Indenture, the Securities, the Guarantees or the transactions contemplated hereby which may be
instituted in any New York court by any Holder of the Securities. Service of process upon the Authorized Agent and written notice of such service to the applicable PSI Guarantor, as the case may be, shall be deemed, in every respect, effective
service of process upon the applicable PSI Guarantor. 
 5. Counterparts. This Joinder to the Registration Rights
Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 

6. Amendments or Waivers. No amendment or waiver of any provision of this letter agreement, nor any consent or approval to any
departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 
  

 A-2 







 7. Headings. The headings herein are included for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of, the interpretation of this Joinder to the Registration Rights Agreement. 
  

 A-3 







 IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be duly
executed, all as of the date first above written. 
 Date:
                    , 2010 
  

			
	PSYCHIATRIC SOLUTIONS, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	 Each of the subsidiaries of Psychiatric Solutions, Inc. set forth on Schedule 1 hereto

		
	By:	 	  

		 	Name:
		 	Title:


  

 A-4 







 Schedule 1 

PSI Guarantors 
  

			
	Alliance Health Center, Inc.	 	HHC River Park, Inc.
	Alternative Behavioral Services, Inc.	 	HHC St. Simons, Inc.
	Atlantic Shores Hospital, LLC	 	Hickory Trail Hospital, L.P.
	Behavioral Healthcare LLC	 	Holly Hill Real Estate, LLC
	Benchmark Behavioral Health System, Inc.	 	Holly Hill Hospital, LLC
	BHC Alhambra Hospital, Inc.	 	Horizon Health Corporation
	BHC Belmont Pines Hospital, Inc.	 	Horizon Health Hospital Services, LLC
	BHC Fairfax Hospital, Inc.	 	Horizon Mental Health Management, LLC
	BHC Fox Run Hospital, Inc.	 	Kids Behavioral Health of Utah, Inc.
	BHC Fremont Hospital, Inc.	 	Kingwood Pines Hospital, LLC
	BHC Health Services of Nevada, Inc.	 	KMI Acquisition, LLC
	BHC Heritage Oaks Hospital, Inc.	 	Laurel Oaks Behavioral Health Center, Inc.
	BHC Holdings, Inc.	 	Michigan Psyciatric Services, Inc.
	BHC Intermountain Hospital, Inc.	 	Neuro Institute of Austin, L.P.
	BHC Mesilla Valley Hospital, LLC	 	North Spring Behavioral Healthcare, Inc.
	BHC Montevista Hospital, Inc.	 	Ocala Behavioral Health, LLC
	BHC Northwest Psychiatric Hospital, LLC	 	Palmetto Behavioral Health Holdings, LLC
	BHC of Indiana, General Partnership	 	Palmetto Behavioral Health System, LLC
	BHC Pinnacle Pointe Hospital, Inc.	 	Palmetto Lowcountry Behavioral Health, LLC
	BHC Properties, LLC	 	Premier Behavioral Solutions of Florida, Inc.
	BHC Sierra Vista Hospital, Inc.	 	Premier Behavioral Solutions, Inc.
	BHC Streamwood Hospital, Inc.	 	PSI Surety, Inc.
	Brentwood Acquisition, Inc.	 	PSJ Acquisition, LLC
	Brentwood Acquisition-Shreveport, Inc.	 	Psychiatric Solutions Hospitals, LLC
	Brynn Marr Hospital, Inc.	 	Psychiatric Solutions of Virginia, Inc.
	Canyon Ridge Hospital, Inc.	 	Ramsay Managed Care, LLC
	Canyon Ridge Real Estate, LLC	 	Ramsay Youth Services of Georgia, Inc.
	Cedar Springs Hospital, Inc.	 	Riveredge Hospital Holdings, Inc.
	Cumberland Hospital Partners, LLC	 	Riveredge Real Estate, Inc.
	Cumberland Hospital, LLC	 	Rolling Hills Hospital, LLC
	Emerald Coast Behavioral Hospital, LLC	 	Shadow Mountain Behavioral Health System, LLC
	First Hospital Corporation of Virginia Beach	 	SHC-KPH, LP
	First Hospital Panamericano, Inc.	 	SP Behavioral, LLC
	Friends Behavioral Health System, L.P.	 	Springfield Hospital, Inc.
	Great Plains Hospital, Inc.	 	Summit Oaks Hospital, Inc.
	H.C. Partnership	 	Sunstone Behavioral Health, LLC
	Havenwyck Hospital Inc.	 	TBD Acquisition, LLC
	HHC Augusta, Inc.	 	TBJ Behavioral Center, LLC
	HHC Conway Investment, Inc.	 	Texas Cypress Creek Hospital, L.P.
	HHC Delaware, Inc.	 	Texas Hospital Holdings, Inc.
	HHC Focus Florida, Inc.	 	Texas Laurel Ridge Hospital, L.P.
	HHC Pennsylvania, LLC	 	Texas San Marco Treatment Center, L.P.
	HHC Poplar Springs, Inc.	 	Texas West Oaks Hospital, L.P.

  

 A-5 








			
	The National Deaf Academy, LLC	 	
	The Pines Residential Treatment Center, Inc.	 	
	Three Rivers Healthcare Group, LLC	 	
	Three Rivers Behavioral Health, LLC	 	
	Toledo Holding Company, LLC	 	
	University Behavioral, LLC	 	
	Valle Vista, LLC	 	
	Wekiva Springs, LLC	 	
	Wellstone Regional Hospital Acquisition, LLC	 	
	West Oaks Real Estate, L.P.	 	
	Willow Springs, LLC	 	
	Windmoor Healthcare Inc.	 	
	Windmoor Healthcare of Pinellas Park, Inc.	 	

  

 A-6