ex4-1.htm


Exhibit 4.1


 


 



SUPPLEMENTAL INDENTURE


 


The Supplemental Indenture (this “Supplemental Indenture”), is entered into as of November 15, 2010, among UHS Escrow Corporation, a Delaware corporation (the “Escrow Issuer”), Universal Health Services, Inc. (the “Company” or “Successor”), each of the guarantors that is a subsidiary of the Company (the “UHS Subsidiary Guarantors”), the Subsidiary Guarantors that are subsidiaries of Psychiatric Solutions, Inc. (together with Psychiatric Solutions, Inc., the “PSI Guarantors,” and collectively with the UHS Subsidiary Guarantors, the “Subsidiary Guarantors”) and Union Bank, N.A. (the “Trustee”), as Trustee under the Indenture referred to below.


 


W I T N E S S E T H


 


 


WHEREAS, the Escrow Issuer and the Trustee entered into that certain Indenture (the “Indenture”), dated as of September 29, 2010, providing for the issuance of 7% Senior Notes due 2018 (the “Notes”);


 


WHEREAS, the Escrow Issuer and the Successor have executed definitive documentation, which provides for the merger of the Escrow Issuer with and into Successor (the “Merger”), with Successor continuing its existence under Delaware law;


 


WHEREAS, the Merger shall become effective upon the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware;


 


WHEREAS, Section 5.1 of the Indenture provides, among other things, that Escrow Issuer shall not be prevented from merging with or into Successor;


 


WHEREAS, Section 9.1 of the Indenture provides that the Escrow Issuer, the Company, the Subsidiary Guarantors and the Trustee may, without the consent of the Holders of Notes, enter into a supplemental indenture for the purposes of evidencing the succession of another Person to the Escrow Issuer;


 


WHEREAS, each of the Escrow Issuer, Successor and the Subsidiary Guarantors have been duly authorized to enter into this Supplemental Indenture; and


 


WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.


 


NOW THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Escrow Issuer, Successor, the Subsidiary Guarantors and the Trustee hereby agree as follows:


 


ARTICLE 1




 


Definitions


 


1.1           Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.


 


 




  





  











  






 


 


ARTICLE 2


 


Representations of Escrow Issuer, Successor and Subsidiary Guarantors


 


2.1           Each of the Escrow Issuer and Successor represents and warrants to the Trustee as follows:


 


(a)           It is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


(b)           The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.


 


2.2           Each of the Subsidiary Guarantors represents and warrants to the Trustee as follows:


 


(a)           It is duly organized, validly existing and in good standing under its jurisdiction of organization.


 


(b)           The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate or limited liability company action.


 


2.3           Each of the Escrow Issuer and Successor represents and warrants to the Trustee that upon the filing and acceptance for record of the Certificate of Ownership and Merger by the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Ownership and Merger (the “Merger Effective Time”), the Merger will be effective in accordance with the definitive documentation providing for the Merger and Delaware law.


 


ARTICLE 3


 


Assumption and Agreement of Successor


 


3.1           In accordance with Sections 5.1 and 9.1 of the Indenture, Successor hereby expressly assumes all of the obligations of Escrow Issuer under the Notes and the Indenture and shall enter into the Security Documents. Successor hereby confirms that its obligations under the Registration Rights Agreement shall remain in full force and effect.


 


3.2           Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture and the Notes with the same effect as if Successor had been named as “Issuer” in the Indenture and the Notes; and thereafter the Escrow Issuer shall be fully released from its obligations under the Indenture and the Notes.


 


3.3           In accordance with Section 5.1 of the Indenture, each Subsidiary Guarantor hereby confirms that its Guarantee shall apply to Successor’s obligation under the Indenture and the Notes and that it shall enter into the Security Documents. Each Subsidiary Guarantor confirms that its obligations under the Registration Rights Agreement shall remain in full force and effect.


 


 




  





2











  






 


 


ARTICLE 4


 


Miscellaneous


 


4.1           This Supplemental Indenture shall become effective as of the Merger Effective Time.


 


4.2           This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.


 


4.3           In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.


 


4.4           Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.


 


4.5           The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.


 


4.6           The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.


 







[Signature page follows]


 


 




  





3











  






 


 


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


 




	 	UHS ESCROW CORPORATION, as Issuer	 
	 	 	 	 
	
 

	
By: 

	/s/ Steve Filton 	 
	 	 	Name: Steve Filton	 
	 	 	Title:   Vice President	 
	 	 	 	 







 


 




  





  











  








 




	 	UNIVERSAL HEALTH SERVICES, INC.	 
	 	 	 	 
	
 

	
By: 

	/s/ Steve Filton 	 
	 	 	Name: Steve Filton	 
	 	 	Title:   Senior Vice President 	 
	 	 	 	 







 





 




  





  











  











 




	
AIKEN REGIONAL MEDICAL CENTERS, INC.

	
UHS OF GREENVILLE, INC.


	
ASSOCIATED CHILD CARE EDUCATIONAL SERVICES, INC.

	
UHS OF HAMPTON, INC.


	
AUBURN REGIONAL MEDICAL CENTER, INC.

	
UHS OF HARTGROVE, INC.


	
CCS/LANSING, INC.

	
UHS OF LAKESIDE, LLC


	
CHILDREN’S COMPREHENSIVE SERVICES, INC.

	
UHS OF NEW ORLEANS, INC.


	
DEL AMO HOSPITAL, INC.

	
UHS OF OKLAHOMA, INC.


	
FRONTLINE BEHAVIORAL HEALTH, INC.

	
UHS OF PARKWOOD, INC.


	
LANCASTER HOSPITAL CORPORATION

	
UHS OF PENNSYLVANIA, INC.


	
MCALLEN MEDICAL CENTER, INC.

	
UHS OF PROVO CANYON, INC.


	
MERION BUILDING MANAGEMENT, INC.

	
UHS OF PUERTO RICO, INC.


	
MERRIDELL ACHIEVEMENT CENTER, INC.

	
UHS OF RIVER PARISHES, INC.


	
NORTHWEST TEXAS HEALTHCARE SYSTEM, INC.

	
UHS OF SPRING MOUNTAIN, INC.


	
OAK PLAINS ACADEMY OF TENNESSEE, INC.

	
UHS OF TEXOMA, INC.


	
PARK HEALTHCARE COMPANY

	
UHS OF TIMBERLAWN, INC.


	
PENNSYLVANIA CLINICAL SCHOOLS, INC.

	
UHS OF TIMPANOGOS, INC.


	
RIVER OAKS, INC.

	
UHS OF WESTWOOD PEMBROKE, INC.


	
SOUTHEASTERN HOSPITAL CORPORATION

	
UHS OF WYOMING, INC


	
SPARKS FAMILY HOSPITAL, INC.

	
UHS SAHARA, INC.


	
STONINGTON BEHAVIORAL HEALTH, INC.

	
UHS-CORONA, INC.


	
THE ARBOUR, INC.

	
UNITED HEALTHCARE OF HARDIN, INC.


	
THE BRIDGEWAY, INC.

	
UNIVERSAL HEALTH SERVICES OF PALMDALE, INC.


	
TURNING POINT CARE CENTER, INC.

	
UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC.


	
TWO RIVERS PSYCHIATRIC HOSPITAL, INC.

	
VALLEY HOSPITAL MEDICAL CENTER, INC.


	
UHS CHILDREN’S SERVICES, INC.

	
WELLINGTON REGIONAL MEDICAL CENTER, INCORPORATED


	
UHS HOLDING COMPANY, INC.

	  
	
UHS OF BENTON, INC.

	  
	
UHS OF CORNERSTONE, INC.

	
By:

	 /s/ Steve Filton	
 


	
UHS OF CORNERSTONE HOLDINGS, INC.

	
Name:  Steve Filton


	
UHS OF D.C., INC.

	
Title:    Vice President


	
UHS OF DELAWARE, INC.

	  
	
UHS OF DENVER, INC.

	  
	
UHS OF FAIRMOUNT, INC.

	  
	
UHS OF FULLER, INC.

	  
	
UHS OF GEORGIA, INC.

	  
	
UHS OF GEORGIA HOLDINGS, INC.

	  







 


 




  





  











  






 


 




	
ALLIANCE HEALTH CENTER, INC.

	
KIDS BEHAVIORAL HEALTH OF UTAH, INC.


	
ALTERNATIVE BEHAVIORAL SERVICES, INC.

	
LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.


	
BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.

	
MICHIGAN PSYCHIATRIC SERVICES, INC.


	
BHC ALHAMBRA HOSPITAL, INC.

	
NORTH SPRING BEHAVIORAL HEALTHCARE, INC.


	
BHC BELMONT PINES HOSPITAL, INC.

	
PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.


	
BHC FAIRFAX HOSPITAL, INC.

	
PREMIER BEHAVIORAL SOLUTIONS, INC.


	
BHC FOX RUN HOSPITAL, INC.

	
PSI SURETY, INC.


	
BHC FREMONT HOSPITAL, INC.

	
PSYCHIATRIC SOLUTIONS, INC.


	
BHC HEALTH SERVICES OF NEVADA, INC.

	
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.


	
BHC HERITAGE OAKS HOSPITAL, INC.

	
RAMSAY YOUTH SERVICES OF GEORGIA, INC.


	
BHC HOLDINGS, INC.

	
RIVEREDGE HOSPITAL HOLDINGS, INC.


	
BHC INTERMOUNTAIN HOSPITAL, INC.

	
SPRINGFIELD HOSPITAL, INC.


	
BHC MONTEVISTA HOSPITAL, INC.

	
SUMMIT OAKS HOSPITAL, INC.


	
BHC PINNACLE POINTE HOSPITAL, INC.

	
TEXAS HOSPITAL HOLDINGS, INC.


	
BHC SIERRA VISTA HOSPITAL, INC.

	
THE PINES RESIDENTIAL TREATMENT CENTER, INC.


	
BHC STREAMWOOD HOSPITAL, INC.

	
WINDMOOR HEALTHCARE INC.


	
BRENTWOOD ACQUISITION, INC.

	
WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.


	
BRENTWOOD ACQUISITION-SHREVEPORT, INC.

	  
	
BRYNN MARR HOSPITAL, INC.

	  
	
CANYON RIDGE HOSPITAL, INC.

	
By:

	/s/ Steve Filton 	
 


	
CEDAR SPRINGS HOSPITAL, INC.

	
Name:  Steve Filton


	
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH

	
Title:    Vice President


	
FIRST HOSPITAL PANAMERICANO, INC.

	  
	
GREAT PLAINS HOSPITAL, INC.

	  
	
H. C. CORPORATION

	  
	
HAVENWYCK HOSPITAL INC.

	  
	
HHC AUGUSTA, INC.

	  
	
HHC CONWAY INVESTMENT, INC.

	  
	
HHC DELAWARE, INC.

	  
	
HHC FOCUS FLORIDA, INC.

	  
	
HHC POPLAR SPRINGS, INC.

	  
	
HHC RIVER PARK, INC.

	  
	
HHC ST. SIMONS, INC.

	  
	
HORIZON HEALTH CORPORATION

	  
	
HSA HILL CREST CORPORATION

	  







 


 




  





  











  






 



 






	 	LA AMISTAD RESIDENTIAL TREATMENT CENTER,	 
	 	TENNESSEE CLINICAL SCHOOLS, LLC	 
	 	UHS OF BOWLING GREEN, LLC	 
	 	UHS OF RIDGE, LLC	 
	 	

UHS OF ROCKFORD, LLC



	 
	 	 	 
	 	By: Universal Health Services, Inc. 	 
	 	Its managing member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Senior Vice President	 







 








 




  





  











  






 




 






	 	FORT DUNCAN MEDICAL CENTER, L.P.,	 
	 	 	 
	 	By: Fort Duncan Medical Center, Inc.	 
	 	Its general partner	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 
	 	 	 	 
	 	By: UHS of Fairmount, Inc. 	 
	 	Its limited partner	 
	 	 	 
	 	 	 
	 	By:	/s/ Steve Filton 	 
	 	Name: 	Steve Filton	 
	 	Title: 	Vice President	 







 










 




  





  











  






 


 



 






	 	FRONTLINE HOSPITAL, LLC,	 
	 	FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC 	 
	 	 	 
	 	By: Frontline Behavioral Health, Inc.	 
	 	Its sole member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


 




  





  











  










 



 






	 	KEYS GROUP HOLDINGS LLC	 
	 	 	 
	 	By: UHS Children Services, Inc.	 
	 	Its sole member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  












 


 



 






	 	KEYSTONE/CCS PARTNERS LLC	 
	 	 	 
	 	By: Children’s Comprehansive Services, Inc.	 
	 	Its Minority Member	 
	 	 	 
	 	By: KEYS Group Holdings LLC 	 
	 	Its Managing Member and sole member of the minority member	 
	 	 	 
	 	By: UHS Children Services, Inc. 	 
	 	Its sole member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 


 




 






	 	KEYSTONE CONTINUUM, LLC	 
	 	KEYSTONE NPS LLC 	 
	 	KEYSTONE RICHLAND CENTER, LLC 	 
	 	 	 
	 	By: Keystone/CCS Partners LLC	 
	 	Its managing member	 
	 	 	 
	 	By: Children’s Comprehensive Services, Inc.	 
	 	Its minority member	 
	 	 	 
	 	By: KEYS Group Holdings LLC	 
	 	Its managing member and sole member of the minority member 	 
	 	 	 
	 	By: UHS Children’s Services, Inc. 	 
	 	Its sole member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 


 




 






	 	KEYSTONE EDUCATION AND YOUTH SERVICES, LLC	 
	 	 	 
	 	By: KEYS Group Holdings LLC	 
	 	Its managing member	 
	 	 	 
	 	By: UHS Children’s Services, Inc. 	 
	 	Its sole member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 


 




 






	 	KEYSTONE MARION, LLC	 
	 	KEYSTONE MEMPHIS, LLC 	 
	 	KEYSTONE NEWPORT NEWS, LLC 	 
	 	KEYSTONE WSNC, L.L.C. 	 
	 	 	 
	 	By: Keystone Education and Youth Services, LLC	 
	 	Its managing member	 
	 	 	 
	 	By: KEYS Group Holdings LLC	 
	 	Its managing member	 
	 	 	 
	 	By: UHS Children’s Services, Inc. 	 
	 	Its sole member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 



 






	 	MANATEE MEMORIAL HOSPITAL, L.P.	 
	 	 	 
	 	By: Wellington Regional Medical Center, Incorporated	 
	 	Its general partner	 
	 	 	 
	 	By:	/s/ Steve Filton 	 
	 	Name: 	Steve Filton	 
	 	Title: 	Vice President	 
	 	 	 
	 	By: UHS of Pennsylvania, Inc.	 
	 	Its limited partner	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 



 






	 	MCALLEN HOSPITALS, L.P.	 
	 	 	 
	 	By: McAllen Medical Center, Inc.	 
	 	Its general partner	 
	 	 	 
	 	By:	/s/ Steve Filton 	 
	 	Name: 	Steve Filton	 
	 	Title: 	Vice President	 
	 	 	 
	 	By: UHS of Georgia Holdings, Inc.	 
	 	Its limited partner	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 




 






	 	PENDLETON METHODIST HOSPITAL, L.L.C.	 
	 	 	 
	 	By: UHS of River Parishes, Inc.	 
	 	Its managing member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 



 






	 	UHS KENTUCKY HOLDINGS, L.L.C.	 
	 	 	 
	 	By: UHS of Delaware, Inc.	 
	 	Its managing member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 




 






	 	UHS OF ANCHOR, L.P.	 
	 	UHS OF LAUREL HEIGHTS, L.P.	 
	 	UHS OF PEACHFORD, L.P.	 
	 	 	 
	 	By: UHS of Georgia, Inc.	 
	 	Its general partner	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name: 	Steve Filton	 
	 	Title: 	Vice President	 
	 	 	 
	 	By: UHS of Georgia Holdings, Inc.	 
	 	Its limited partner	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	UHS OF CENTENNIAL PEAKS, L.L.C.	 
	 	 	 
	 	By: UHS of Denver, Inc.	 
	 	Its sole member	 
	 	 	 
	 	 	 
	 	By: 	 /s/ Steve Filton	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 



 






	 	UHS OF DOVER, L.L.C.	 
	 	 	 
	 	By: UHS of Rockford, LLC	 
	 	Its sole member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 



 






	 	UHS OF DOYLESTOWN, L.L.C.	 
	 	 	 
	 	By: UHS of Pennsylvania, Inc.	 
	 	Its sole member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 



 






	 	UHS OF SALT LAKE CITY, L.L.C.	 
	 	 	 
	 	By: UHS of Provo Canyon, Inc.	 
	 	Its sole member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 




 






	 	UHS OF SAVANNAH, L.L.C.	 
	 	 	 
	 	By: UHS of Georgia Holdings, Inc.	 
	 	Its sole member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 



 






	 	UHS OKLAHOMA CITY LLC	 
	 	UHS OF SPRINGWOODS, L.L.C. 	 
	 	 	 
	 	By: UHS of New Orleans, Inc.	 
	 	Its sole member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


 




  





  











  
















 




 






	 	UHS OF SUMMITRIDGE, LLC	 
	 	 	 
	 	By: UHS of Peachford, L.P.,	 
	 	Its managing member	 
	 	 	 
	 	By: UHS of Georgia, Inc. 	 
	 	Its general partner 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


 




  





  











  




















 






	 	PSYCHIATRIC SOLUTIONS HOSPITALS, LLC	 
	 	 	 
	 	By: Psychiatric Solutions, Inc.	 
	 	Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


 
















  





  











  






 




 






	 	KMI ACQUISITION, LLC	 
	 	ROLLING HILLS HOSPITAL, LLC 	 
	 	PSJ ACQUISITION, LLC 	 
	 	SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC 	 
	 	TBD ACQUISITION, LLC 	 
	 	 	 
	 	By: Psychiatric Solutions Hospitals, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Psychiatric Solutions, Inc.	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


 




  





  











  


















 



 






	 	ATLANTIC SHORES HOSPITAL, L.L.C.	 
	 	EMERALD COAST BEHAVIORAL HOSPITAL, LLC 	 
	 	OCALA BEHAVIORAL HEALTH, LLC 	 
	 	PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC 	 
	 	 	 
	 	By: Premier Behavioral Solutions, Inc. 	 
	 	Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 



 






	 	PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.	 
	 	 	 
	 	By: Palmetto Behavioral Helath Holdings, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Premier Behavioral Solutions, Inc.	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 




 






	 	PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C.	 
	 	 	 
	 	By: Palmetto Behavioral Helath System, L.L.C.	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Palmetto Behavioral Health Holdings, LLC	 
	 	   Its Sole Member	 
	 	 	 
	 	   By: Premier Behavioral Solutions, Inc.	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	RAMSAY MANAGED CARE, LLC	 
	 	SAMSON PROPERTIES, LLC 	 
	 	TBJ BEHAVIORAL CENTER, LLC 	 
	 	THREE RIVERS HEALTHCARE GROUP, LLC 	 
	 	ZEUS ENDEAVORS, LLC 	 
	 	WEKIVA SPRINGS CENTER, LLC 	 
	 	 	 
	 	By: Premier Behavioral Solutions, Inc. 	 
	 	Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	SP BEHAVIORAL, LLC	 
	 	UNIVERSITY BEHAVIORAL, LLC 	 
	 	 	 
	 	By: Ramsay Managed Care, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	By: Premier Behavioral Solutions, Inc.	 
	 	Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	THREE RIVERS BEHAVIORAL HEALTH, LLC	 
	 	 	 
	 	By: Three Rivers Healthcare Group, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Premier Behavioral Solutions, Inc.	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


 




  





  











  






 




 






	 	THE NATIONAL DEAF ACADEMY, LLC	 
	 	 	 
	 	By: Zeus Endeavors, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Premier Behavioral Solutions, Inc.	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


























 




  





  











  






 




 






	 	WILLOW SPRINGS, LLC	 
	 	 	 
	 	By: BHC Health Services of Nevada, Inc.	 
	 	Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	BHC PROPERTIES, LLC	 
	 	 	 
	 	By: Behavioral Healthcare, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: BHC Holdings, Inc.	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	BHC MESILLA VALLEY HOSPITAL	 
	 	 	 
	 	By: BHC Properties, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Behavioral Healthcare LLC	 
	 	   Its Sole Member	 
	 	 	 
	 	      By: BHC Holdings, Inc.	 
	 	      Its Sole Member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC	 
	 	 	 
	 	By: BHC Properties, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Behavioral Healthcare LLC	 
	 	   Its Sole Member	 
	 	 	 
	 	      By: BHC Holdings, Inc.	 
	 	      Its Sole Member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	HOLLY HILL HOSPITAL, LLC	 
	 	 	 
	 	By: Behavioral Healthcare, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: BHC Holdings, Inc.	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	CUMBERLAND HOSPITAL PARTNERS, LLC	 
	 	 	 
	 	By: BHC Properties, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Behavioral Healthcare LLC	 
	 	   Its Sole Member	 
	 	 	 
	 	      By: BHC Holdings, Inc.	 
	 	      Its Sole Member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	CUMBERLAND HOSPITAL, LLC	 
	 	 	 
	 	By: Cumberalnd Hospital Partners, LLC	 
	 	Its Managing Member	 
	 	 	 
	 	By: BHC Properties, LLC	 
	 	Its Minority Member and Sole Member of the Managing Member	 
	 	 	 
	 	   By: Behavioal Healthcare LLC	 
	 	   Its Sole Member 	 
	 	 	 
	 	      By: BHC Holdings, Inc.  	 
	 	      Its Sole Member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	COLUMBUS HOSPITAL PARTNERS, LLC	 
	 	LEBANON HOSPITAL PARTNERS, LLC 	 
	 	NORTHERN INDIANA PARTNERS, LLC 	 
	 	VALLE VISTA HOSPITAL PARTNERS, LLC 	 
	 	 	 
	 	By: Behavioral Healthcare LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: BHC Holdings, Inc. 	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	VALLE VISTA, LLC	 
	 	 	 
	 	By: BHC of Indiana, General Partnership	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Columbus Hospital Partners, LLC	 
	 	   Its General Partner	 
	 	 	 
	 	   By: Lebanon Hospital Partners, LLC	 
	 	   Its General Partner	 
	 	 	 
	 	   By: Northern Indiana Partners, LLC	 
	 	   Its General Partner	 
	 	 	 
	 	   By: Valle Vista Hospital Partners, LLC	 
	 	   Its General Partner 	 
	 	 	 
	 	      By: Behavioral Healthcare LLC	 
	 	      The Sole Member of each of the above General Partners	 
	 	 	 
	 	         By: BHC Holdings, Inc. 	 
	 	         Its Sole Member 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC	 
	 	 	 
	 	By: Wellstone Holdings, Inc.	 
	 	Its Minority Member	 
	 	 	 
	 	By: Behavioral Healthcare LLC	 
	 	Its Managing Member and Sole Member of the Minority Member	 
	 	 	 
	 	   By: BHC Holdings, Inc.	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


 




  





  











  






 




 






	 	BEHAVIORAL HEALTHCARE, LLC	 
	 	 	 
	 	By: BHC Holdings, Inc.	 
	 	Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 




 






	 	HORIZON HEALTH HOSPITAL SERVICES, LLC	 
	 	HORIZON MENTAL HEALTH MANAGEMENT, LLC 	 
	 	SUNSTONE BEHAVIORAL HEALTH, LLC 	 
	 	 	 
	 	By: Horizon Health Corporation	 
	 	Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 



 






	 	KINGWOOD PINES HOSPITAL, LLC	 
	 	HHC PENNSYLVANIA, LLC 	 
	 	TOLEDO HOLDING CO., LLC 	 
	 	 	 
	 	By: Horizon Health Hospital Services, LLC	 
	 	Its Sole Member	 
	 	 	 
	 	   By: Horizon Health Corporation	 
	 	   Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  






 




 






	 	HICKORY TRAIL HOSPITAL, L.P.	 
	 	NEURO INSTITUTE OF AUSTIN, L.P. 	 
	 	TEXAS CYPRESS CREEK HOSPITAL, L.P. 	 
	 	TEXAS LAUREL RIDGE HOSPITAL, L.P. 	 
	 	TEXAS SAN MARCOS TREATMENT CENTER, L.P. 	 
	 	TEXAS WEST OAKS HOSPITAL, L.P. 	 
	 	 	 
	 	By: Texas Hospital Holdings, LLC	 
	 	Its General Partner	 
	 	 	 
	 	   By: Psychiatric Solutions Hospitals, LLC	 
	 	   Its Sole Member	 
	 	 	 
	 	      By: Psychiatric Solutions, Inc.	 
	 	      Its Sole Member 	 
	 	 	 
	 	 	 
	 	By:  	/s/ Steve Filton 	 
	 	Name: 	Steve Filton 	 
	 	Title: 	Vice President 	 
	 	 	 	 
	 	By: Texas Hospital Holdings, Inc. 	 
	 	Its Limited Partner 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 














 




  





  











  






 


 






	 	SHC-KPH, LP	 
	 	 	 
	 	By: HHC Kingwood Investment, LLC	 
	 	Its General Partner	 
	 	 	 
	 	By: Kingwood Pines Hospital, LLC	 
	 	Its Limited partner	 
	 	 	 
	 	   By: Horizon Health Hospital Services, LLC	 
	 	 	 
	 	   The Sole Member of the above Limited and General Partner 	 
	 	 	 
	 	      By: Horizon Health Corporation	 
	 	      Its sole member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 










 




  





  











  






 




 






	 	H.C. PARTNERSHIP	 
	 	 	 
	 	By: H.C. Corporation	 
	 	Its General Partner	 
	 	 	 
	 	 	 
	 	By:  	 /s/ Steve Filton	 
	 	Name: 	Steve Filton 	 
	 	Title: 	Vice President 	 
	 	 	 	 
	 	 	 	 
	 	By: HSA Hill Crest Corporation 	 
	 	Its General Partner 	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 


 




  





  











  


















 



 






	 	BHC OF INDIANA, GENERAL PARTNERSHIP	 
	 	 	 
	 	By: Columbus Hospital Partners, LLC	 
	 	Its General Partner	 
	 	 	 
	 	By: Lebanon Hospital Partners, LLC	 
	 	Its General Partner	 
	 	 	 
	 	By: Northern Indiana Partners, LLC 	 
	 	Its General Partner 	 
	 	 	 
	 	By: Valle Vista Hospital Partners, LLC 	 
	 	Its General Partner 	 
	 	 	 
	 	   By: BHC Healthcare, LLC	 
	 	   The Sole Member of the above Limited and General Partner 	 
	 	 	 
	 	      By: BHC Holdings, Inc.	 
	 	      Its Sole Member	 
	 	 	 
	 	 	 
	 	By: 	/s/ Steve Filton 	 
	 	Name:	Steve Filton	 
	 	Title: 	Vice President	 



 












 




  





  











  


















 


 


 






	 	
UNION BANK, N.A., as Trustee

	 
	 	 	 
	
 

	
By: 

	/s/ Eva Aryeetey 	 
	 	Name:  Eva Aryeetey	 
	 	Title:    Vice President