exv4w1






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. 

ASSOCIATED CHILD CARE EDUCATIONAL SERVICES, INC.

AUBURN REGIONAL MEDICAL CENTER, INC.

CCS/LANSING, INC.

CHILDREN’S COMPREHENSIVE SERVICES, INC.

DEL AMO HOSPITAL, INC.

FRONTLINE BEHAVIORAL HEALTH, INC.

LANCASTER HOSPITAL CORPORATION

MCALLEN MEDICAL CENTER, INC.

MERION BUILDING MANAGEMENT, INC.

MERRIDELL ACHIEVEMENT CENTER, INC.

NORTHWEST TEXAS HEALTHCARE SYSTEM, INC.

OAK PLAINS ACADEMY OF TENNESSEE, INC.

PARK HEALTHCARE COMPANY

PENNSYLVANIA CLINICAL SCHOOLS, INC.

RIVER OAKS, INC.

SOUTHEASTERN HOSPITAL CORPORATION

SPARKS FAMILY HOSPITAL, INC.

STONINGTON BEHAVIORAL HEALTH, INC.

THE ARBOUR, INC.

THE BRIDGEWAY, INC.

TURNING POINT CARE CENTER, INC.

TWO RIVERS PSYCHIATRIC HOSPITAL, INC.

UHS CHILDREN’S SERVICES, INC.

UHS HOLDING COMPANY, INC.

UHS OF BENTON, INC.

UHS OF CORNERSTONE, INC.

UHS OF CORNERSTONE HOLDINGS, INC.

UHS OF D.C., INC.

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.

UHS OF GREENVILLE, INC.

UHS OF HAMPTON, INC.

UHS OF HARTGROVE, INC.

UHS OF LAKESIDE, LLC

UHS OF NEW ORLEANS, INC.

UHS OF OKLAHOMA, INC.

UHS OF PARKWOOD, INC.

UHS OF PENNSYLVANIA, INC.

UHS OF PROVO CANYON, INC.

UHS OF PUERTO RICO, INC.

UHS OF RIVER PARISHES, INC.

UHS OF SPRING MOUNTAIN, INC.

UHS OF TEXOMA, INC.

UHS OF TIMBERLAWN, INC.

UHS OF TIMPANOGOS, INC.

UHS OF WESTWOOD PEMBROKE, INC.

UHS OF WYOMING, INC.

UHS SAHARA, INC.

UHS-CORONA, INC.

UNITED HEALTHCARE OF HARDIN, INC.

UNIVERSAL HEALTH SERVICES OF PALMDALE, INC.

UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC.

VALLEY HOSPITAL MEDICAL CENTER, INC.

WELLINGTON REGIONAL MEDICAL CENTER, INCORPORATED

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



 









 







	 	 	 	 	 
	 	ALLIANCE HEALTH CENTER, INC.

ALTERNATIVE BEHAVIORAL SERVICES, INC.

BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.

BHC ALHAMBRA HOSPITAL, INC.

BHC BELMONT PINES HOSPITAL, INC.

BHC FAIRFAX HOSPITAL, INC.

BHC FOX RUN HOSPITAL, INC.

BHC FREMONT HOSPITAL, INC.

BHC HEALTH SERVICES OF NEVADA, INC.

BHC HERITAGE OAKS HOSPITAL, INC.

BHC HOLDINGS, INC.

BHC INTERMOUNTAIN HOSPITAL, INC.

BHC MONTEVISTA HOSPITAL, INC.

BHC PINNACLE POINTE HOSPITAL, INC.

BHC SIERRA VISTA HOSPITAL, INC.

BHC STREAMWOOD HOSPITAL, INC.

BRENTWOOD ACQUISITION, INC.

BRENTWOOD ACQUISITION-SHREVEPORT, INC.

BRYNN MARR HOSPITAL, INC.

CANYON RIDGE HOSPITAL, INC.

CEDAR SPRINGS HOSPITAL, INC.

FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH

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

KIDS BEHAVIORAL HEALTH OF UTAH, INC.

LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.

MICHIGAN PSYCHIATRIC SERVICES, INC.

NORTH SPRING BEHAVIORAL HEALTHCARE, INC.

PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.

PREMIER BEHAVIORAL SOLUTIONS, INC.

PSI SURETY, INC.

PSYCHIATRIC SOLUTIONS, INC.

PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.

RAMSAY YOUTH SERVICES OF GEORGIA, INC.

RIVEREDGE HOSPITAL HOLDINGS, INC.

SPRINGFIELD HOSPITAL, INC.

SUMMIT OAKS HOSPITAL, INC.

TEXAS HOSPITAL HOLDINGS, INC.

THE PINES RESIDENTIAL TREATMENT CENTER, INC.

WINDMOOR HEALTHCARE INC.

WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.

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




 











 





	 	 	 	 	 
	 	LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC

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 Comprehensive 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 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 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 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 Health 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 Health 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: Cumberland Hospital Partners, LLC 
 Its Managing Member
 	 
	 
	 	 	 
	 	By: BHC Properties, LLC 
 Its Minority Member and Sole Member of the Managing 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 	 



 









 







	 	 	 	 	 
	 	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 each of the above General Partners
 	 
	 	 	 	 
	 	 	 	 
	 



					
	 	
 	 
	 	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