Ex-4.3



 





Exhibit 4.3




Exchange and Registration Rights Agreement




Dated as of May 31, 2007




among




Psychiatric Solutions, Inc.,




The Subsidiary Guarantors from time to time party hereto, and




Citigroup Global Markets Inc.

Merrill, Lynch, Pierce, Fenner & Smith Incorporated

Banc of America Securities LLC

J.P. Morgan Securities Inc.




 









 





EXCHANGE AND REGISTRATION RIGHTS AGREEMENT




          This Exchange and Registration Rights Agreement (this “Agreement”) is made and entered into as
of May 31, 2007 by and among Psychiatric Solutions, Inc., a Delaware corporation (the “Company”),
the Subsidiary Guarantors (as defined herein) and Citigroup Global Markets Inc. and Merrill, Lynch,
Pierce, Fenner & Smith Incorporated on behalf of Banc of America Securities LLC and J.P. Morgan
Securities Inc. (collectively, the “Initial Purchasers”).



          This Agreement is made pursuant to the Purchase Agreement, dated May 24, 2007 (the “Purchase
Agreement”), by and among the Company, the Existing Subsidiary Guarantors (as defined herein) and
the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of
$250,000,000 aggregate principal amount of the Company’s 7.75% Senior Subordinated Notes due 2015
(the “Notes”). The Notes are, and the Exchange Notes (as defined herein) will be, guaranteed on a
senior subordinated basis by the Subsidiary Guarantors (as defined herein). In order to induce the
Initial Purchasers to purchase the Notes, the Company and the Existing Subsidiary Guarantors have
agreed to provide the registration rights set forth in this Agreement. The execution and delivery
of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section
7 of the Purchase Agreement.



          The parties hereby agree as follows:



     SECTION 1. DEFINITIONS



          As used in this Agreement, the following capitalized terms shall have the following meanings:



          Additional Interest: As defined in Section 5(a) hereof.



          Additional Subsidiary Guarantor: Any subsidiary of the Company that executes a Guarantee
under the Indenture after the date of this Agreement.



          Advice: As defined in Section 6(e) hereof.



          Agreement: As defined in the preamble hereto.



          Base Indenture: The Indenture, dated as of July 6, 2005, as supplemented to the date hereof,
among the Company, the Guarantors and the Trustee, relating to the Notes and the Guarantees.



          Blackout Period: As defined in Section 5(a) hereof.



          Blue Sky Application: As defined in Section 8(a) hereof.



          Broker-Dealer: Any broker or dealer registered under the Exchange Act.



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          Closing Date: The date of this Agreement.



          Commission: The U.S. Securities and Exchange Commission.



          Company: As defined in the preamble hereto.



          Consummate: A Registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange
Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping
of the Exchange Offer open for a period not less than the minimum period required pursuant to
Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of
Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes
that were tendered by Holders thereof pursuant to the Exchange Offer.



          Damages Payment Date: With respect to the Notes, each Interest Payment Date.



          Effectiveness Target Date: As defined in Section 5(a) hereof.



          Exchange Act: The U.S. Securities Exchange Act of 1934, as amended.



          Exchange Notes: The Company’s 7.75% Senior Subordinated Notes due 2015 to be issued pursuant
to the Indenture in the Exchange Offer, together with the related Guarantees.



          Exchange Offer: The registration by the Company under the Securities Act of the Exchange
Notes on a Registration Statement pursuant to which the Company offers the Holders of all
outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal
amount equal to the aggregate principal amount of the Transfer Restricted Securities validly
tendered in such exchange offer by such Holders.



          Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



          Existing Subsidiary Guarantors: The various Subsidiary Guarantors signatory to the Indenture
as of the date hereof.



          Guarantees: Guarantees by the Subsidiary Guarantors of the Company’s obligations under the
Notes, the Exchange Notes and the Indenture.



          Holder: As defined in Section 2(b) hereof.



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          Indenture: The Base Indenture, as supplemented by the Supplemental Indenture. The Indenture
may be amended or supplemented from time to time in accordance with the terms thereof.



          Initial Purchasers: As defined in the preamble hereto.



          Interest Payment Date: As defined in the Indenture and the Notes.



          NASD: National Association of Securities Dealers, Inc.



          Notes: As defined in the preamble hereto.



          Person: An individual, partnership, corporation, limited liability company, unincorporated
organization, association, joint-stock company, trust, joint venture, government or any agency or
political subdivision thereof or any other entity.



          Prospectus: The prospectus included in a Registration Statement as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including post-effective amendments,
and all material incorporated by reference into such Prospectus.



          Purchase Agreement: As defined in the preamble hereto.



          Record Holder: With respect to any Damages Payment Date relating to Notes, each Person who is
a Holder of Notes on the record date with respect to the Interest Payment Date on which such
Damages Payment Date shall occur.



          Registration Default: As defined in Section 5(a) hereof.



          Registration Statement: Any Registration Statement of the Company relating to (a) an offering
of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



          Securities Act: The U.S. Securities Act of 1933, as amended.



          Shelf Filing Deadline: As defined in Section 4(a) hereof.



          Shelf Registration Period: As defined in Section 4(a) hereof.



          Shelf Registration Statement: As defined in Section 4(a) hereof.



          Subsidiary Guarantors: The Additional Subsidiary Guarantors and the Existing Subsidiary
Guarantors.



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          Supplemental Indenture: Seventeenth Supplemental Indenture, dated May 31, 2007, among the
Company, the Guarantors and the Trustee, relating to the Notes and the Guarantees.



          TIA: The U.S. Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on
the date of the Indenture.



          Trustee: U.S. Bank National Association, as successor to Wachovia Bank, National Association.



          Transfer Restricted Securities: Each Note or Exchange Note (including the related
Guarantees), as applicable, until the earliest to occur of (a) the date on which such Note is
exchanged by a person other than a Broker-Dealer in the Exchange Offer in exchange for an Exchange
Note, so long as such person is not prohibited from reselling such Exchange Notes to the public
without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration
Statement is not sufficient for such purpose, (b) following the exchange by a Broker-Dealer in the
Exchange Offer of a Note for an Exchange Note, the date on which that Exchange Note is sold to a
purchaser who receives from that Broker-Dealer on or prior to the date of such sale a copy of the
Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Note
has been effectively registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement and (d) the date on which such Note is eligible to be distributed to the
public pursuant to Rule 144 under the Securities Act.



          Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



     SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT



          (a) Transfer Restricted Securities. The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.



          (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted
Securities.



     SECTION 3. REGISTERED EXCHANGE OFFER



          (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) below have been complied with) or one of the
events set forth in Section 4(a)(ii) has occurred, the Company and the Subsidiary Guarantors shall
(i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no
event later than 90 days after the Closing Date, a Registration Statement under the Securities Act
relating to the Exchange Notes and the Exchange Offer, (ii) use their reasonable best efforts to
cause such Registration Statement to be declared effective on or prior to 180 days after the



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Closing Date, (iii) in connection with the foregoing, file (A) all pre-effective amendments to
such Registration Statement as may be necessary in order to cause such Registration Statement to
become effective, (B) if applicable, a post-effective amendment to such Registration Statement
pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection
with the registration and qualification of the Exchange Notes to be made under the blue sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. The Exchange Offer
shall be on the appropriate form permitting registration of the Exchange Notes to be offered in
exchange for the Transfer Restricted Securities and to permit resales of Exchange Notes held by
Broker-Dealers as contemplated by Section 3(c) below.



          (b) The Company and the Subsidiary Guarantors shall use their reasonable best efforts to cause
the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange
Offer open for a period of not less than the minimum period required under applicable U.S. federal
and state securities laws to Consummate the Exchange Offer; provided, however, that in no event
shall such period be less than 20 business days. The Company and the Subsidiary Guarantors shall
cause the Exchange Offer to comply with all applicable U.S. federal and state securities laws. No
securities other than the Exchange Notes and the Guarantees shall be included in the Exchange Offer
Registration Statement. The Company and the Subsidiary Guarantors shall use their reasonable best
efforts to cause the Exchange Offer to be Consummated 30 business days after the date on which the
Exchange Offer Registration Statement was declared effective by the Commission.



          (c) The Company and the Subsidiary Guarantors shall indicate in a “Plan of Distribution”
section of the Prospectus contained in the Exchange Offer Registration Statement that any
Broker-Dealer who holds Notes that are Transfer Restricted Securities and that were acquired for
its own account as a result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company), may exchange such Notes
pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter”
within the meaning of the Securities Act and must, therefore, deliver a Prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Notes received by
such Broker-Dealer in the Exchange Offer, which Prospectus delivery requirement may be satisfied by
the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration
Statement. Such “Plan of Distribution” section shall also contain all other information with
respect to such resales by Broker-Dealers that the Commission may require in order to permit such
resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or
disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the
Commission.



          The Company and the Subsidiary Guarantors shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and amended as required
by the provisions of Section 6(c) below to the



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extent necessary to ensure that it is available for resales of Exchange Notes acquired by
Broker-Dealers for their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this Agreement, the Securities
Act and the policies, rules and regulations of the Commission as announced from time to time, for a
period of at least 90 days after the Consummation of the Exchange Offer.



          The Company and the Subsidiary Guarantors shall provide sufficient copies of the latest
version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day
period in order to facilitate such resales.



     SECTION 4. SHELF REGISTRATION



          (a) Shelf Registration. If (i) the Company and the Subsidiary Guarantors are not
required to file an Exchange Offer Registration Statement or cannot Consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable U.S. law or Commission policy (after the
procedures set forth in Section 6(a) below have been complied with) or (ii) any Holder of Transfer
Restricted Securities shall notify the Company prior to the 20th day following the Consummation of
the Exchange Offer that such Holder (A) is prohibited by applicable U.S. law or Commission policy
from participating in the Exchange Offer, (B) may not resell the Exchange Notes acquired by it in
the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained
in the Exchange Offer Registration Statement is not appropriate or available for such resales by
such Holder or (C) is a Broker-Dealer and holds Notes acquired directly from the Company or one of
its affiliates, then the Company and the Subsidiary Guarantors shall:




     (x) use their reasonable best efforts to cause to be filed a Registration Statement
pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange
Offer Registration Statement if permitted by the rules and regulations of the Commission
(in either event, the “Shelf Registration Statement”) on or prior to the earliest to occur
of (1) the 30th day after the date on which the Company determines that they are not
required to file the Exchange Offer Registration Statement, or permitted to Consummate the
Exchange Offer and (2) the 30th day after the date on which the Company receives notice
from a Holder of Transfer Restricted Securities as contemplated by clause (ii) of paragraph
(a) above (such earliest date being the “Shelf Filing Deadline”), which Shelf Registration
Statement shall provide for resales of all Transfer Restricted Securities by the Holders
which shall have provided the information required pursuant to Section 4(b) hereof; and




     (y) use their reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the Commission on or before the 90th day after the Shelf Filing
Deadline.



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Subject to Section 5(b), the Company and the Subsidiary Guarantors shall use their reasonable best
efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended
as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure
that it is available for resales of Notes or Exchange Notes by the Holders of Transfer Restricted
Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years following the Closing
Date or such shorter period that will terminate when all Notes or Exchange Notes covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (such
period being the “Shelf Registration Period”).




          (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 20 days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder
of Transfer Restricted Securities shall be entitled to Additional Interest pursuant to Section 5
hereof unless and until such Holder shall have used its reasonable best efforts to provide all such
reasonably requested information. Each Holder as to which any Shelf Registration Statement is
being effected agrees to furnish promptly to the Company all information required to be disclosed
in order to make the information previously furnished to the Company by such Holder not materially
misleading.



     SECTION 5. ADDITIONAL INTEREST



          (a) If (i) any of the Registration Statements required by this Agreement are not filed with
the Commission on or prior to the date specified for such filing in Sections 3(a) and 4(a), as
applicable, (ii) any of such required Registration Statements have not been declared effective by
the Commission on or prior to the date specified for such effectiveness in Sections 3(a) and 4(a),
as applicable, (each, an “Effectiveness Target Date”), (iii) the Exchange Offer has not been
Consummated within 30 business days, or longer, if required by federal securities laws, after the
Effectiveness Target Date with respect to the Exchange Offer Registration Statement has been
declared effective or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be usable in connection
with resales of Transfer Restricted Securities without being succeeded immediately by a
post-effective amendment to such Registration Statement that cures such failure and that is itself
immediately declared effective (except as permitted in paragraph (b); such period of time during
which any such Registration Statement is not effective or any such Registration Statement or the
related Prospectus is not usable being referred to as a “Blackout Period”) (each such event
referred to in clauses (i) through (iv), a “Registration Default”), the Company and the Subsidiary
Guarantors, jointly and severally, agree to pay additional interest (“Additional Interest”) to each
Holder of



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Transfer Restricted Securities adversely affected by such Registration Default, in an amount
equal to $.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such
Holder with respect to the first 90-day period immediately following the occurrence of such
Registration Default. The amount of Additional Interest shall increase by an additional $.05 per
week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent
90-day period (or portion thereof) until all Registration Defaults have been cured, up to a maximum
amount of Additional Interest of $.50 per week per $1,000 principal amount of Transfer Restricted
Securities. All accrued Additional Interest shall be paid to Record Holders by the Company and the
Subsidiary Guarantors in the same manner as interest is paid under the Notes. Following the cure
of all Registration Defaults relating to any particular Transfer Restricted Securities, the accrual
of Additional Interest with respect to such Transfer Restricted Securities will cease.



          (b) A Registration Default referred to in Section 5(a)(iv) shall be deemed not to have
occurred and be continuing in relation to a Registration Statement or the related Prospectus if (i)
the Blackout Period has occurred solely as a result of (x) the filing of a post-effective amendment
to such Shelf Registration Statement to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related Prospectus or (y) the occurrence of other
material events with respect to the Company that would need to be described in such Registration
Statement or the related Prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement (including by way of filing documents under the
Exchange Act which are incorporated by reference into the Registration Statement) such Registration
Statement and the related Prospectus to describe such events; provided, however, that in any case
if such Blackout Period occurs for a continuous period in excess of 30 days, a Registration Default
shall be deemed to have occurred on the 31st day of such Blackout Period and Additional Interest
shall be payable in accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured or until the Company is no longer required pursuant
to this Agreement to keep such Registration Statement effective or such Registration Statement or
the related Prospectus usable; provided, further, that in no event shall the total of all Blackout
Periods exceed 45 days in the aggregate of any 12-month period.



          All payment obligations of the Company and the Subsidiary Guarantors set forth in this section
that are outstanding with respect to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until such time as all such payment
obligations with respect to such security shall have been satisfied in full.



     SECTION 6. REGISTRATION PROCEDURES



          (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company and the Subsidiary Guarantors shall comply with all of the



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provisions of Section 6(c) below, shall use their reasonable best efforts to effect such
exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the
intended method or methods of distribution thereof, and shall comply with all of the following
provisions:




          (i) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company and the Subsidiary Guarantors (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not
an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in,
and has no arrangement or understanding with any Person to participate in, a distribution
of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the
Exchange Notes in its ordinary course of business. In addition, all such Holders of
Transfer Restricted Securities shall otherwise cooperate in the Company’s and the
Subsidiary Guarantors’ preparations for the Exchange Offer. Each Holder hereby
acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer
to participate in a distribution of the securities to be acquired in the Exchange Offer (1)
could not under Commission policy as in effect on the date of this Agreement rely on the
position of the Commission enunciated in Exxon Capital Holdings Corporation (available May
13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991), as interpreted in the
Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters, and (2) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction and that such a
secondary resale transaction should be covered by an effective Registration Statement
containing the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder
in exchange for Notes acquired by such Holder directly from the Company.




          (ii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company
and the Subsidiary Guarantors shall state to the Commission that the Company and the
Subsidiary Guarantors are registering the Exchange Offer in reliance on the position of the
Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and
Morgan Stanley and Co., Inc. (available June 5, 1991) and shall represent to the Commission
that neither the Company nor any Subsidiary Guarantor has entered into any arrangement or
understanding with any Person to distribute the Exchange Notes to be received in the
Exchange Offer and that, to the best of the Company’s and each Subsidiary Guarantor’s
information and belief, each Holder participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or understanding
with any Person to participate in the distribution of the Exchange Notes received in the
Exchange Offer; and



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          (iii) The Company and the Subsidiary Guarantors shall issue, upon the request of any
Holder of Notes covered by the Exchange Offer, Exchange Notes (including the related
guarantees), having an aggregate principal amount equal to the aggregate principal amount
of Notes surrendered to the Company by such Holder in exchange therefor; such Exchange
Notes (including the related guarantees) to be registered in the name of such Holder or in
the name of the purchaser(s) of such Exchange Notes (including the related guarantees), as
the case may be; in return, the Notes held by such Holder shall be surrendered to the
Company for cancellation.



          (b) Shelf Registration Statement. In connection with the Shelf Registration
Statement, the Company and the Subsidiary Guarantors shall comply with all the provisions of
Section 6(c) below and shall use their reasonable best efforts to effect such registration to
permit the sale of the Transfer Restricted Securities being sold in accordance with the intended
method or methods of distribution thereof, and pursuant thereto the Company and the Subsidiary
Guarantors will as expeditiously as possible prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Securities Act, which form
shall be available for the sale of the Transfer Restricted Securities in accordance with the
intended method or methods of distribution thereof.



          (c) General Provisions. In connection with any Registration Statement and any
Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted
Securities (including, without limitation, any Registration Statement and the related Prospectus
required to permit resales of Notes and Exchange Notes by Broker-Dealers), the Company and the
Subsidiary Guarantors shall:




          (i) use their reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required by the
Securities Act or any regulation thereunder, financial statements of any Subsidiary
Guarantors), unless such financial statements are publicly available, for the period
specified in Sections 3 or 4 of this Agreement, as applicable; upon the occurrence of any
event that would cause any such Registration Statement or the Prospectus contained therein
(A) to contain a material misstatement or omission or (B) not to be effective and usable
for resale of Transfer Restricted Securities during the period required by this Agreement,
the Company and the Subsidiary Guarantors shall file promptly an appropriate amendment to
such Registration Statement, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use their reasonable best efforts
to cause such amendment to be declared effective and such Registration Statement and the
related Prospectus to become usable for their intended purpose(s) as soon as practicable
thereafter. Notwithstanding the foregoing, the Company and the Subsidiary Guarantors may
allow the Shelf Registration Statement to cease to become effective and usable if (x) the
board of directors of the Company determines in good faith that it is in the best interests
of the Company not to disclose the existence of or facts surrounding any proposed or



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pending material corporate transaction involving the Company or the Subsidiary
Guarantors, and the Company notifies the Holders within two business days after such boards
of directors make such determination or (y) the Prospectus contained in the Shelf
Registration Statement contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading; provided that the two-year period
referred to in Section 4(a) hereof during which the Shelf Registration Statement is
required to be effective and usable shall be extended by the number of days during which
such Registration Statement was not effective or usable pursuant to the foregoing
provisions; and provided further that Additional Interest shall accrue on the Notes as
provided in Section 5 hereof;




          (ii) prepare and file with the Commission such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Sections 3 or 4 hereof, as
applicable; cause the 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 to
comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act
in a timely manner; and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement to the Prospectus;




          (iii) cooperate with the selling Holders of Transfer Restricted Securities and the
underwriter(s), if any, to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any restrictive
legends; and enable such Transfer Restricted Securities to be in such denominations and
registered in such names as the Holders or the underwriter(s), if any, may request at least
two business days prior to any sale of Transfer Restricted Securities made by such
underwriter(s);




          (iv) use their reasonable best efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers
thereof or the underwriter(s), if any, to consummate the disposition of such Transfer
Restricted Securities;




          (v) if any fact or event contemplated by clause (d)(i)(D) below shall exist or have
occurred, prepare a supplement or post-effective amendment to the Registration Statement or
related Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of Transfer Restricted
Securities, the Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact



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necessary to make the statements made therein, in the light of the circumstances under
which they were made, not misleading;




          (vi) provide a CUSIP, CINS or ISIN number, as applicable, for all Transfer Restricted
Securities not later than the effective date of the Registration Statement and provide the
Trustee under the Indenture with printed certificates for the Transfer Restricted
Securities which are in a form eligible for deposit with the depositary;




          (vii) cooperate and assist in any filings required to be made with the NASD and in the
performance of any due diligence investigation by any underwriter (including any “qualified
independent underwriter”) that is required to be retained in accordance with the rules and
regulations of the NASD;




          (viii) otherwise use their reasonable best efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to their security holders,
as soon as practicable, a consolidated earnings statement meeting the requirements of Rule
158 (which need not be audited) for the twelve-month period (A) commencing at the end of
any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a
firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an
offering, beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement;




          (ix) cause the Indenture to be qualified under the TIA not later than the effective
date of the first Registration Statement required by this Agreement, and, in connection
therewith, cooperate with the Trustee and the Holders of Notes and Exchange Notes to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their reasonable best efforts to
cause the Trustee to execute, all documents that may be required to effect such changes and
all other forms and documents required to be filed with the Commission to enable such
Indenture to be so qualified in a timely manner; and




          (x) provide promptly to any Holder upon such Holder’s written request each document
filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the
Exchange Act to the extent such documents are not otherwise filed with the Commission and
available to the public free of cost.



          (d) Additional Provisions Applicable to Shelf Registration Statements. In connection
with each Shelf Registration Statement, during the Shelf Registration Period, the Company and the
Subsidiary Guarantors shall:




          (i) advise the underwriter(s), if any, and selling Holders of Transfer Restricted
Securities promptly and, if requested by such Persons, to confirm such advice in writing,
(A) when the Prospectus or any Prospectus



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supplement or post-effective amendment has been filed, and, with respect to the Shelf
Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Shelf Registration
Statement or amendments or supplements to the Prospectus or for additional information
relating thereto, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act, of the suspension by
any state securities commission of the qualification of the Transfer Restricted Securities
for offering or sale in any jurisdiction or of the initiation of any proceeding for any of
the preceding purposes and (D) of the existence of any fact or the happening of any event
that requires the making of any additions to or changes in the Shelf Registration Statement
or the Prospectus in order that the Shelf Registration Statement and the Prospectus do not
contain an untrue statement of a material fact or omit to state a material fact necessary
to make the statements made therein, in the light of the circumstances under which they
were made, not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Shelf Registration Statement, or any U.S. state
securities commission or other regulatory authority shall issue an order suspending the
qualification or exemption from qualification of the Transfer Restricted Securities under
U.S. state securities or blue sky laws, the Company and the Subsidiary Guarantors shall use
their reasonable best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time;




          (ii) if requested in writing, furnish to each of the selling Holders of Transfer
Restricted Securities and each of the underwriter(s), if any, before filing with the
Commission, copies of any Shelf Registration Statement or any Prospectus included therein
or any amendments or supplements to any such Shelf Registration Statement or Prospectus
(including all documents incorporated by reference after the initial filing of such Shelf
Registration Statement), which documents will be subject to the review of such Holders and
underwriter(s), if any, for a period of at least five business days, and the Company and
the Subsidiary Guarantors will not file any such Shelf Registration Statement or Prospectus
or any amendment or supplement to any such Shelf Registration Statement or Prospectus
(including all such documents incorporated by reference) if a selling Holder of Transfer
Restricted Securities covered by such Shelf Registration Statement or the underwriter(s),
if any, shall not have had an opportunity to review the Shelf Registration Statement as set
forth above; such Holders and underwriter(s) shall be deemed to have reasonably objected to
such filing if such Shelf Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains an untrue statement of a material fact or
omits to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or fails to comply with the
applicable requirements of the Securities Act;



14









 






          (iii) promptly prior to the filing of any document that is to be incorporated by
reference into a Shelf Registration Statement or Prospectus, provide copies of such
document to the selling Holders and to the underwriter(s), if any, make the Company’s and
the Subsidiary Guarantors’ representatives available for discussion of such document and
other customary due diligence matters, and include such information in such document prior
to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may
request in writing;




          (iv) make available for inspection at reasonable times at each of the Company’s
principal places of business by the selling Holders of Transfer Restricted Securities, any
underwriter participating in any disposition pursuant to such Shelf Registration Statement,
and any attorney or accountant retained by such selling Holders or any of the
underwriter(s) who shall certify to the Company and the Subsidiary Guarantors that they
have a current intention to sell Transfer Restricted Securities pursuant to a Shelf
Registration Statement, such relevant financial and other records, pertinent corporate
documents and properties of the Company and the Subsidiary Guarantors as reasonably
requested and cause the Company’s and the Subsidiary Guarantors’ officers, directors and
employees to respond to such inquiries as shall be reasonably necessary, in the reasonable
judgment of counsel to such Holders, to conduct a reasonable investigation; provided,
however, that the foregoing inspection and information gathering shall be coordinated on
behalf of the selling Holders by one counsel designated by and on behalf of such Holders
and, provided, further, that each such party shall be required to maintain in confidence
and not disclose to any other Person any information or records reasonably designated by
the Company in writing as being confidential, until such time as (A) such information
becomes a matter of public record (whether by virtue of its inclusion in such Shelf
Registration Statement or otherwise), (B) such Person shall be required so to disclose such
information pursuant to a subpoena or order of any court or other governmental agency or
body having jurisdiction over the matter (subject to the requirements of such order, and
only after such Person shall have given the Company prompt prior written notice of such
requirement) or (C) such information is required to be set forth in such Shelf Registration
Statement or the Prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such Prospectus in order that such Shelf
Registration Statement, Prospectus, amendment or supplement, as the case may be, does not
contain an untrue statement of a material fact or omit to state therein a material fact
required to be stated therein or necessary to make the statements made therein not
misleading;




          (v) if requested by any selling Holders of Transfer Restricted Securities or the
underwriter(s), if any, promptly incorporate in any Shelf Registration Statement or
Prospectus pursuant to a supplement or post-effective amendment if necessary, such
information as such selling Holders and



15









 







underwriter(s), if any, may reasonably request to have included therein, including,
without limitation, information relating to the “Plan of Distribution” of the Transfer
Restricted Securities, information with respect to the principal amount of Transfer
Restricted Securities being sold to such underwriter(s), the purchase price being paid
therefor and any other terms of the offering of the Transfer Restricted Securities to be
sold in such offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of the
matters to be incorporated in such Prospectus supplement or post-effective amendment;
provided, however, that the Company shall not be required to take any action pursuant to
this Section 6(d)(v) that would, in the opinion of counsel for the Company reasonably
satisfactory to the Initial Purchasers, violate applicable law;




          (vi) deliver to each selling Holder of Transfer Restricted Securities and each of the
underwriter(s), if any, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) and any amendment or supplement thereto as such Persons reasonably
may request; the Company and the Subsidiary Guarantors hereby consent to the use of the
Prospectus and any amendment or supplement thereto by each of the selling Holders and each
of the underwriter(s), if any, in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement thereto;




          (vii) furnish to each Holder whose Transfer Restricted Securities have been included
in a Shelf Registration Statement in connection with such exchange or sale, without charge,
at least one copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including all documents incorporated by reference therein and all
exhibits (including exhibits incorporated therein by reference) to the extent such
documents are not otherwise filed with the Commission and available to the public free of
cost;




          (viii) enter into an underwriting agreement on not more than one occasion in the case
of an offering pursuant to a Shelf Registration, and make such representations and
warranties, and take all such other actions in connection therewith in order to expedite or
facilitate the disposition of the Transfer Restricted Securities pursuant to any
Registration Statement contemplated by this Agreement, all to such extent as may be
reasonably requested by any Holder or Holders of Transfer Restricted Securities who hold at
least 25% in aggregate principal amount of such class of Transfer Restricted Securities;
provided that the Company and the Subsidiary Guarantors shall not be required to enter into
any such agreement more than once with respect to all of the Transfer Restricted Securities
and may delay entering into such agreement if the board of directors of each of the Company
and the Subsidiary Guarantors determines in good faith that it is in the best interests of
the Company and the Subsidiary Guarantors not to disclose the existence of or facts
surrounding any proposed or pending material corporate transaction involving the Company
and the Subsidiary Guarantors; and



16









 







in connection with an Underwritten Registration, the Company and the Subsidiary
Guarantors shall:




               (A) furnish to the Initial Purchasers, the Holders of Transfer Restricted
Securities
who hold at least 25% in aggregate principal amount of such class of Transfer Restricted
Securities and each underwriter, if any, in such substance and scope as they may reasonably
request and as are customarily made in connection with an offering of debt securities
pursuant to a Shelf Registration Statement upon the effective date of the Shelf
Registration Statement (and if such Shelf Registration Statement contemplates an
Underwritten Offering of Transfer Restricted Securities upon the date of the closing under
the underwriting agreement related thereto):




          (1) a certificate, dated the date of effectiveness of the Shelf Registration
Statement signed by (y) the respective chief executive officer, the respective
President or any Vice President and (z) the respective chief financial officer of
each of the Company and each of the Subsidiary Guarantors confirming, as of the
date thereof, the matters set forth in Section 7(l) of the Purchase Agreement and
such other matters as such parties may reasonably request;




          (2) an opinion, dated the date of effectiveness of such Shelf Registration
Statement, of securities counsel for the Company covering matters similar to those
set forth in Section 7(c) of the Purchase Agreement and such other matters as such
parties may reasonably request, and in any event including a statement to the
effect that such counsel has participated in conferences with officers and other
representatives of the Company, representatives of the independent public
accountants for the Company, the Initial Purchasers’ representatives and the
Initial Purchasers’ counsel in connection with the preparation of such Shelf
Registration Statement and the related Prospectus although such counsel has not
independently verified the accuracy, completeness or fairness of such statements in
such Shelf Registration Statement; and that such counsel advises that, on the basis
of the foregoing, such counsel’s work in connection with this work did not disclose
information that gave such counsel reason to believe that the Shelf Registration
Statement, at the time such Shelf Registration Statement or any post-effective
amendment thereto became effective contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus contained in
such Shelf Registration Statement as of its date contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were
made, not misleading. Such counsel may state further that such counsel expresses
no view with respect to, and has not independently verified, the accuracy,
completeness or fairness of



17









 







the financial statements, notes and schedules, the financial projections and
other financial, statistical and accounting data included or incorporated by
reference in the Shelf Registration Statement contemplated by this Agreement or the
related Prospectus; and




          (3) a customary comfort letter, dated as of the date of effectiveness of the
Shelf Registration Statement from the Company’s independent accountants, in the
customary form and covering matters of the type customarily covered in comfort
letters to underwriters in connection with primary underwritten offerings, and
affirming the matters set forth in the comfort letters delivered pursuant to
Sections 7(e) and 7(f) of the Purchase Agreement;




               (B) set forth in full or incorporated by reference in the underwriting agreement,
if
any, the indemnification provisions and procedures of Section 8 hereof with respect to all
parties to be indemnified pursuant to said Section; and




               (C) deliver such other documents and certificates as may be reasonably requested by
such parties to evidence compliance with clause (A) above and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the Company and
the Subsidiary Guarantors pursuant to this clause (viii), if any.


If at any time during the Shelf Registration Period the representations and warranties of the
Company or the Subsidiary Guarantors contemplated in clause (A)(1) above cease to be true and
correct, the Company or the Subsidiary Guarantors shall so advise the Initial Purchasers and the
underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall
confirm such advice in writing; and





          (ix) prior to any public offering of Transfer Restricted Securities cooperate with the
selling Holders of Transfer Restricted Securities the underwriter(s), if any, and their
respective counsel in connection with the registration and qualification of the Transfer
Restricted Securities under the securities or blue sky laws of such jurisdictions as the
selling Holders of Transfer Restricted Securities or underwriter(s) may reasonably request
and do any and all other acts or things necessary or advisable to enable the disposition in
such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement filed pursuant to Section 4 hereof; provided, however, that the Company and the
Subsidiary Guarantors shall not be obligated to qualify as a foreign corporation in any
jurisdiction in which they are not now so qualified or to take any action that would
subject them to general consent to service of process, other than as to matters and
transactions relating to the Shelf Registration Statement, in any jurisdiction where they
are not now so subject.



18









 





          (e) Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of
any notice from the Company of the existence of any fact of the kind described in Section 6(d)(i)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(d)(vi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and
has received copies of any additional or supplemental filings that are incorporated by reference in
the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Shelf Registration Statement set forth in Section 4 hereof, as
applicable, shall be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(d)(i) hereof to and including the date when each
selling Holder covered by such Shelf Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(d)(vi) hereof or shall have received
the Advice.



          (f) The Company and the Subsidiary Guarantors may require each Holder of Transfer Restricted
Securities as to which any registration is being effected to furnish to the Company such
information regarding such Holder and such Holder’s intended method of distribution of the
applicable Transfer Restricted Securities as the Company may from time to time reasonably request
in writing, but only to the extent that such information is required in order to comply with the
Securities Act. Each such Holder agrees to notify the Company as promptly as practicable of (i)
any inaccuracy or change in information previously furnished by such Holder to the Company or (ii)
the occurrence of any event, in either case, as a result of which any Prospectus relating to such
registration contains or would contain an untrue statement of a material fact regarding such Holder
or such Holder’s intended method of distribution of the applicable Transfer Restricted Securities
or omits to state any material fact regarding such Holder or such Holder’s intended method of
distribution of the applicable Transfer Restricted Securities required to be stated therein or
necessary to make the statements made therein, in the light of the circumstances under which they
were made, not misleading and promptly to furnish to the Company any additional information
required to correct and update any previously furnished information or required so that such
Prospectus shall not contain, with respect to such Holder or the distribution of the applicable
Transfer Restricted Securities an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading.



     SECTION 7. REGISTRATION EXPENSES



          (a) All expenses incident to the Company’s and the Subsidiary Guarantors’ performance of or
compliance with this Agreement will be borne by the Company regardless of whether a Registration
Statement becomes effective, including



19









 







without limitation and as applicable: (i) all Commission, securities exchange or NASD
registration and filing fees and expenses (including filings made by any Initial Purchasers or
Holder with the NASD (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of the NASD)); (ii)
all fees and expenses of compliance with U.S. federal securities and state blue sky or securities
laws and compliance with the rules of the NASD (including reasonable fees and disbursements of one
counsel for Holders in connection with blue sky and/or NASD qualification of the Exchange Notes);
(iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued
in the Exchange Offer and printing of Prospectuses), messenger and delivery services; (iv) all fees
and disbursements of counsel for the Company and the Subsidiary Guarantors; (v) all fees and
disbursements of independent certified public accountants of the Company (including the expenses of
any special audit and comfort letters required by or incident to such performance) and (vi) the
reasonable fees and disbursements of one counsel designated by the Holders of a majority in
principal amount of Transfer Restricted Securities covered by the Shelf Registration Statement to
act as counsel for the Holders of those Transfer Restricted Securities in connection therewith.



          The Company will, in any event, bear its and the Subsidiary Guarantors’ internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Company or the Subsidiary Guarantors.



          (b) Each Holder of Transfer Restricted Securities will pay all underwriting discounts and
commissions, if any, and agency fees, commissions and transfer taxes, if any, relating to the
disposition of such Holder’s Transfer Restricted Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such Holder, other than the counsel and experts
specifically referred to in clause (a) above.



     SECTION 8. INDEMNIFICATION



          (a) The Company and each Subsidiary Guarantor shall, jointly and severally, indemnify and hold
harmless each Holder of Transfer Restricted Securities, its officers and employees and each Person,
if any, who controls any such Holders, within the meaning of the Securities Act, from and against
any loss, claim, damage or liability, joint or several, or any action in respect thereof
(including, but not limited to, any loss, claim, damage, liability or action relating to purchases,
sales and registration of the Notes (including the related Guarantees) and the Exchange Notes
(including the related Guarantees)), to which that Holder, officer, employee or controlling Person
may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in any Registration Statement or preliminary Prospectus
or Prospectus or in any amendment or supplement thereto, (B) in any Blue Sky Application (as
defined below) or other document prepared or executed by any



20









 







Company or any Subsidiary Guarantor (or based upon any written information furnished by any
Company or any Subsidiary Guarantor) specifically for the purpose of qualifying any or all of the
Notes under the securities laws of any state or other jurisdiction (any such application, document
or information being hereinafter called a “Blue Sky Application”) or (C) in any materials
or information provided to investors by, or with the approval of, the Company in connection with
the marketing of the offering of the Exchange Notes (“Marketing Materials”), including any
roadshow or investor presentations made to investors by the Company (whether in person or
electronically); (ii) the omission or alleged omission to state in any Registration Statement,
preliminary Prospectus or Prospectus, or in any amendment or supplement thereto, or in any Blue Sky
Application or Marketing Materials any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading, or (iii) any act or failure to act or any alleged act or failure to act by any Holder
of Transfer Restricted Securities in connection with, or relating in any manner to, the Notes, the
Guarantees or the Exchange Notes or the offering contemplated by any Registration Statement, and
which is included as part of or referred to in any loss, claim, damage, liability or action arising
out of or based upon matters covered by clause (i) or (ii) above (provided that the Company and the
Subsidiary Guarantors shall not be liable under this clause (iii) to the extent that it is
determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage,
liability or action resulted directly from any such acts or failures to act undertaken or omitted
to be taken by such Holder through its gross negligence or willful misconduct); and shall reimburse
each Holder and each such officer, employee or controlling Person promptly upon demand for any
legal or other expenses reasonably incurred by that Holder, officer, employee or controlling Person
in connection with investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however, that the Company and
the Subsidiary Guarantors shall not be liable in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged
untrue statement or omission or alleged omission made in any Registration Statement, preliminary
Prospectus or Prospectus, or in any such amendment or supplement, or in any Blue Sky Application or
Marketing Materials, in reliance upon and in conformity with written information concerning such
Holder furnished to the Company by or on behalf of any Holder specifically for inclusion therein;
provided, further, that with respect to any such untrue statement or omission made in any
preliminary Prospectus or Prospectus, the indemnity agreement contained in this Section 8(a) shall
not inure to the benefit of the Holder from whom the Person asserting any such losses, claims,
damages or liabilities purchased the Notes, Guarantees or Exchange Notes concerned if, to the
extent that such sale was a sale by the Holder and any such loss, claim, damage or liability of
such Holder is a result of the fact that both (A) a copy of the Prospectus (or the Prospectus as
then amended or supplemented) was not sent or given to such Person at or prior to written
confirmation of the sale of such Notes or Exchange Notes to such Person and (B) the untrue
statement or omission in the preliminary Prospectus or Prospectus was corrected in the Prospectus
(or the Prospectus as then amended or supplemented) unless such failure to deliver the Prospectus
was a result of noncompliance by the Company with



21









 







Section 6(d)(vi) hereof. The foregoing indemnity agreement is in addition to any liability
which the Company and the Subsidiary Guarantors may otherwise have to any Holder or to any officer,
employee or controlling Person of that Holder.



          (b) Each Holder, severally and not jointly, shall indemnify and hold harmless each of the
Company, each of the Subsidiary Guarantors, their respective directors, officers and employees, and
each Person, if any, who controls either of the Company or any of the Subsidiary Guarantors within
the meaning of the Securities Act, from and against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which the Company, the Subsidiary Guarantors or any
such director, officer or controlling Person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon
(i) any untrue statement or alleged untrue statement of a material fact contained (A) in any
Registration Statement, preliminary Prospectus or Prospectus, or in any amendment or supplement
thereto or (B) in any Blue Sky Application or (ii) the omission or alleged omission to state in any
Registration Statement, preliminary Prospectus or Prospectus, or in any amendment or supplement
thereto, or in any Blue Sky Application any material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information concerning such Holders furnished to the
Company by or on behalf of that Holder specifically for inclusion therein, and shall reimburse the
Company, each of the Subsidiary Guarantors and each such director, officer, employee and
controlling Person for any legal or other expenses reasonably incurred by the Company, each such
Subsidiary Guarantor or each such director, officer, employee or controlling Person in connection
with investigating or defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred. The foregoing indemnity agreement is in
addition to any liability which any Holder may otherwise have to the Company, any of the Subsidiary
Guarantors or any such director, officer, employee or controlling Person.



          (c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim
or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under this Section 8, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that the failure to
notify the indemnifying party shall not relieve it from any liability which it may have under this
Section 8 except to the extent it has been materially prejudiced by such failure and; provided,
further, that the failure to notify the indemnifying party shall not relieve it from any liability
which it may have to an indemnified party otherwise than under this Section 8. If any such claim
or action shall be brought against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying
party to the indemnified party of its election to assume the



22









 







defense of such claim or action, the indemnifying party shall not be liable to the indemnified
party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified
party in connection with the defense thereof other than reasonable costs of investigation;
provided, however, any indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses of such counsel
shall be at the expense of the indemnified party unless (i) the employment of such counsel has been
specifically authorized by the indemnifying party in writing, or (ii) such indemnified party shall
have been advised by such counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the indemnifying party and in the
reasonable judgment of such counsel it is advisable for such indemnified party to employ separate
counsel or (iii) the indemnifying party has failed to assume the defense of such action and employ
counsel reasonably satisfactory to the indemnified party, in which case, if such indemnified party
notifies the indemnifying party in writing that it elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not, in connection with any one such action
or separate but substantially similar or related actions arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to local counsel) at any time for all such indemnified
parties, which firm shall be designated in writing by (x) Citigroup Global Markets Inc. if the
indemnified parties under this Section 8 consist of the Initial Purchasers or any of their
respective officers, employees or controlling Persons or (y) by the Company, if the indemnified
parties under this Section 8 consist of any of the Company, any of the Subsidiary Guarantors or any
of their respective directors, officers, employees or controlling Persons. No indemnifying party
shall (i) without the prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising out of such claim,
action, suit or proceeding or (ii) be liable for any settlement of any such action effected without
its written consent (which consent shall not be unreasonably withheld), but if settled with the
consent of the indemnifying party or if there be a final judgment of the plaintiff in any such
action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and
against any loss or liability by reason of such settlement or judgment.



          (d) If the indemnification provided for in this Section 8 shall for any reason be unavailable
to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of
any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect
the relative benefits



23









 







received by the Company and the Subsidiary Guarantors, on the one hand, and the Holders on the
other, from the sale of the Transfer Restricted Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Company and the Subsidiary Guarantors, on the one hand and the Holders on the other with
respect to the statements or omissions which resulted in such loss, claim, damage or liability, or
action in respect thereof, as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or any of the Subsidiary Guarantors, on the one hand, or the Holders, on
the other hand, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, the Subsidiary
Guarantors and the Holders agree that it would not be just and equitable if contributions pursuant
to this Section 8(d) were to be determined by pro rata allocation (even if the Holders were treated
as one entity for such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section shall be deemed to include, for purposes of this Section
8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8(d), no Holder shall be required to contribute any amount in excess of the amount by which
the net proceeds received by it in connection with its sale of Notes exceeds the amount of any
damages which such Holder has otherwise paid or become liable to pay by reason of the 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 as provided in this Section 8(d) are several and not joint.



     SECTION 9. RULE 144A



          The Company and each Subsidiary Guarantor hereby agrees with each Holder of Transfer
Restricted Securities, during any period in which the Company or such Subsidiary Guarantor is not
subject to Section 13 or 15(d) of the Exchange Act within the two-year period following the Closing
Date, to make available to any Holder or beneficial owner of Transfer Restricted Securities, in
connection with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to
Rule 144A.



     SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS



          No Holder may participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder’s Transfer Restricted Securities on the



24









 







basis provided in any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other documents required under
the terms of such underwriting arrangements.



     SECTION 11. SELECTION OF UNDERWRITERS



          Subject to Section 6(d)(i), the Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted Securities in an
Underwritten Offering at such Holders’ expense. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers that will administer the offering will be
selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted
Securities included in such offering; provided that such investment bankers and managers must be
reasonably satisfactory to the Company.



     SECTION 12. MISCELLANEOUS



          (a) Remedies. The Company and the Subsidiary Guarantors agree that monetary damages
(including Additional Interest) would not be adequate compensation for any loss incurred by reason
of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.



          (b) No Inconsistent Agreements. Neither the Company nor any Subsidiary Guarantor
will, on or after the date of this Agreement, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. Except as disclosed in the Offering Memorandum (as
such term is defined in the Purchase Agreement), neither the Company nor any Subsidiary Guarantor
has previously entered into any agreement granting any registration rights with respect to its
securities to any Person. 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 the Company’s or any
Subsidiary Guarantor’s securities under any agreement in effect on the date hereof.



          (c) Adjustments Affecting the Notes. The Company and the Subsidiary Guarantors will
not take any action, or permit any change to occur, with respect to the Notes that would materially
and adversely affect the ability of the Holders to Consummate any Exchange Offer.



          (d) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless the Company has obtained the written consent of Holders of a majority of the
outstanding principal amount of the Transfer Restricted Securities affected by such amendment,
modification, supplement, waiver or consent. Notwithstanding the foregoing, a waiver or consent to
departure from the



25









 







provisions hereof that relates exclusively to the rights of Holders whose securities are being
tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights
of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be
given by the Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities being tendered or registered.



          (e) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telex, facsimile or air courier guaranteeing overnight delivery:




          (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




          if to the Company or the Subsidiary Guarantors to:


Psychiatric Solutions, Inc.

6640 Carothers Parkway,

Suite 500

Franklin, Tennessee 37067

Attention: Christopher L. Howard, Esq.

Telephone: (615) 312-5700

Fax: (615) 312-5711



with a copy to:



Waller Lansden Dortch & Davis, LLP

511 Union Street, Suite 2700

Nashville, Tennessee 37219

Attention: Gerald F. Mace, Esq.

Telephone: (615) 850-8912



Fax: (615) 244-6804




          Any such notices and communications shall take effect at the time of receipt thereof. The
Company shall be entitled to act and rely upon any notice or communication given or made by the
Initial Purchasers.



          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.



          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders;



26









 







provided, however, that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer
Restricted Securities from such Holder.



          (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, 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.



          (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED, IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.



          (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



          (k) Entire Agreement. This Agreement together with the other Transaction Documents
(as defined in the Purchase Agreement) is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company and the Subsidiary Guarantors
with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements
and understandings between the parties with respect to such subject matter.



[Signature pages follow.]





27









 








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




	 	 	 	 	 
	 	Psychiatric Solutions, Inc.

 	 
	 	By:  	/s/ Jack E. Polson
 	 
	 	 	Name:  	Jack E. Polson 	 
	 	 	Title:  	Executive Vice President,

Chief Accounting Officer 	 
	 
	 	Guarantors:



ABS LINCS DC, LLC 

ABS LINCS KY, INC.

ABS LINCS NJ, INC.

ABS LINCS PA, INC.

ABS LINCS PR, INC.

ABS LINCS SC, INC.

ABS LINCS TN, INC.

ABS LINCS TX, INC.

ABS LINCS VA, INC.

ABS LINCS VI, INC.

ABS LINCS, LLC

ABS NEW HOPE, MIDLANDS, INC.

ABS-FIRST STEP, INC.

ALLIANCE CROSSINGS, LLC

ALLIANCE HEALTH CENTER, INC.

ALTERNATIVE BEHAVIORAL SERVICES, INC.

ATLANTIC SHORES HOSPITAL, LLC

BEHAVIORAL EDUCATIONAL SERVICES, INC.

BEHAVIORAL HEALTHCARE LLC

BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.

BHC ALHAMBRA HOSPITAL, INC.

BHC BELMONT PINES HOSPITAL, INC.

BHC CEDAR VISTA HOSPITAL, INC.

BHC FAIRFAX HOSPITAL, INC.

BHC FORT LAUDERDALE 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 MANAGEMENT SERVICES OF LOUISIANA, LLC

BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC
 	 





 









 






	 	 	 	 	 


BHC MANAGEMENT SERVICES OF STREAMWOOD, LLC

BHC MESILLA VALLEY HOSPITAL, LLC

BHC MONTEVISTA HOSPITAL, INC.

BHC NEWCO 2, LLC

BHC NEWCO 3, LLC

BHC NEWCO 4, LLC

BHC NEWCO 5, LLC

BHC NEWCO 6, LLC

BHC NEWCO 7, LLC

BHC NEWCO 8, LLC

BHC NEWCO 9, LLC

BHC NEWCO 10, LLC

BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC

BHC PINNACLE POINTE HOSPITAL, INC.

BHC PROPERTIES, LLC

BHC SIERRA VISTA HOSPITAL, INC.

BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.

BHC STREAMWOOD HOSPITAL, INC.

BHC WINDSOR HOSPITAL, INC.

BRENTWOOD ACQUISITION, INC.

BRENTWOOD ACQUISITION-SHREVEPORT, INC.

BRYNN MARR HOSPITAL, INC.

CALVARY CENTER, INC.

CANYON RIDGE HOSPITAL, INC.

CEDAR SPRINGS HOSPITAL, INC.

COLLABORATIVE CARE LLC

COLUMBUS HOSPITAL PARTNERS, LLC

COLUMBUS HOSPITAL, LLC

COMPASS HOSPITAL, INC.

CRAWFORD FIRST EDUCATION, INC.

CUMBERLAND HOSPITAL, LLC

DIAMOND GROVE CENTER, LLC

FHCHS OF PUERTO RICO, INC.

FIRST CORRECTIONS – PUERTO-RICO, INC.

FIRST HOSPITAL CORPORATION OF NASHVILLE

FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH

FIRST HOSPITAL PANAMERICANO, INC.

FORT LAUDERDALE HOSPITAL, INC.

GREAT PLAINS HOSPITAL, INC.

GULF COAST TREATMENT CENTER, INC.

H.C. CORPORATION

HAVENWYCK HOSPITAL INC.

HOLLY HILL HOSPITAL, LLC

HSA HILL CREST CORPORATION




 









 







HSA OF OKLAHOMA, INC.

INDIANA PSYCHIATRIC INSTITUTES, LLC

INFOSCRIBER CORPORATION

LAKELAND BEHAVIORAL, LLC

LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.

LEBANON HOSPITAL PARTNERS, LLC

LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC

MESILLA VALLEY HOSPITAL, INC.

MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC.

MICHIGAN PSYCHIATRIC SERVICES, INC.

MISSION VISTA BEHAVIORAL HEALTH SERVICES, INC.

NORTH SPRING BEHAVIORAL HEALTHCARE, INC.

NORTHERN INDIANA PARTNERS, LLC

PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC

PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.

PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C.

PALMETTO PEE DEE BEHAVIORAL HEALTH, L.L.C.

PEAK BEHAVIORAL HEALTH SERVICES, LLC

PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.

PREMIER BEHAVIORAL SOLUTIONS, INC.

PRIDE INSTITUTE, INC.

PSYCHIATRIC MANAGEMENT RESOURCES, INC.

PSYCHIATRIC SOLUTIONS HOSPITALS, LLC

PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.

RAMSAY MANAGED CARE, LLC

RAMSAY YOUTH SERVICES OF GEORGIA, INC.

RAMSAY YOUTH SERVICES PUERTO RICO, INC.

RED ROCK BEHAVIORAL HEALTH LLC

RED ROCK SOLUTIONS, LLC

RIVEREDGE HOSPITAL HOLDINGS, INC.

RIVEREDGE HOSPITAL, INC.

ROLLING HILLS HOSPITAL, LLC

SAMSON PROPERTIES, LLC

SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC

SOMERSET, INCORPORATED





 









 








	 	 	 	 	 
	 	SP BEHAVIORAL, LLC

SUMMIT OAKS HOSPITAL, INC.

SUNSTONE BEHAVIORAL HEALTH, LLC

TEXAS HOSPITAL HOLDINGS, INC.

TEXAS HOSPITAL HOLDINGS, LLC

THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC.

THE NATIONAL DEAF ACADEMY, LLC

THE PINES RESIDENTIAL TREATMENT CENTER, INC.

THERAPEUTIC SCHOOL SERVICES, L.L.C.

THREE RIVERS BEHAVIORAL HEALTH, LLC

THREE RIVERS HEALTHCARE GROUP, LLC

THREE RIVERS SPE HOLDING, LLC

THREE RIVERS SPE MANAGER, INC.

THREE RIVERS SPE, LLC

TRANSITIONAL CARE VENTURES, INC.

TUCSON HEALTH SYSTEMS, INC.

UNIVERSITY BEHAVIORAL, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC

VALLE VISTA, LLC

WELLSTONE HOLDINGS, INC.

WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC

WILLOW SPRINGS, LLC

WINDMOOR HEALTHCARE, INC.

WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.

ZEUS ENDEAVORS, LLC

 	 
	 	By:  	/s/ Christopher L. Howard
 	 
	 	 	Name:  	Christopher L. Howard 	 
	 	 	Title:  	Secretary 	 
	 
	 	H.C. PARTNERSHIP


 	 
	 	BY:	 H.C. CORPORATION

HSA HILL CREST CORPORATION

 	 
	 	By:  	/s/ Christopher L. Howard
 	 
	 	 	Name:  	Christopher L. Howard 	 
	 	 	Title:  	Secretary 	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BHC OF INDIANA, GENERAL PARTNERSHIP
 	 
	 
	 	BY:	 COLUMBUS HOSPITAL PARTNERS, LLC

LEBANON HOSPITAL PARTNERS, LLC

NORTHERN INDIANA PARTNERS, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC

 	 
	 	By:  	/s/ Christopher L. Howard
 	 
	 	 	Name:  	Christopher L. Howard 	 
	 	 	Title:  	Secretary 	 
	 
	 	BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP

	 
	 
	 	BY:	BHC OF INDIANA, GENERAL PARTNERSHIP
 	 
	 
	 	BY:	COLUMBUS HOSPITAL PARTNERS, LLC

LEBANON HOSPITAL PARTNERS, LLC

NORTHERN INDIANA PARTNERS, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC
 	 
	 
	 	By:  	                     /s/ Christopher L. Howard
 	 
	 	 	Name:  	Christopher L. Howard 	 
	 	 	Title:  	Secretary 	 
	 
	 	BY:	INDIANA PSYCHIATRIC INSTITUTES, LLC

 	 
	 	By:  	/s/ Christopher L. Howard
 	 
	 	 	Name:  	Christopher L. Howard 	 
	 	 	Title:  	Secretary 	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	HICKORY TRAIL HOSPITAL, L.P.

HIGH PLAINS BEHAVIORAL HEALTH, L.P.

MILLWOOD HOSPITAL, L.P.

TEXAS CYPRESS CREEK HOSPITAL, L.P.

TEXAS WEST OAKS HOSPITAL, L.P.

NEURO INSTITUTE OF AUSTIN, L.P.

TEXAS LAUREL RIDGE HOSPITAL, L.P.

TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P.

TEXAS SAN MARCOS TREATMENT CENTER, L.P.

 	 
	 
	 	BY:	 TEXAS HOSPITAL HOLDINGS, LLC,

     as General Partner

 	 
	 	By:  	/s/ Christopher L. Howard
 	 
	 	 	Name:  	Christopher L. Howard 	 
	 	 	Title:  	Secretary 	 
	 
	 	EMPLOYEE ASSISTANCE SERVICES, INC.

HHC AUGUSTA, INC.

HHC BERKELEY, INC.

HHC CONWAY INVESTMENT, INC.

HHC COOPER CITY, INC.

HHC DELAWARE, INC.

HHC FOCUS FLORIDA, INC.

HHC INDIANA, INC.

HHC KINGWOOD INVESTMENT, LLC

HHC OCONEE, INC.

HHC OHIO, INC.

HHC POPLAR SPRINGS, INC.

HHC RIVER PARK, INC.

HHC SERVICES, LLC

HHC SOUTH CAROLINA, INC.

HHC ST. SIMONS, INC.

HHC TOLEDO, INC.

HMHM OF TENNESSEE, INC.

HORIZON BEHAVIORAL SERVICES, INC.

HORIZON HEALTH AUSTIN, INC.

HORIZON HEALTH HOSPITAL SERVICES, INC.

HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, INC.

HORIZON MENTAL HEALTH MANAGEMENT, INC.

HUGHES CENTER, LLC

KIDS BEHAVIORAL HEALTH OF UTAH, INC.

KINGWOOD PINES HOSPITAL, LLC
 	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MENTAL HEALTH OUTCOMES, INC.

LAURELWOOD ASSOCIATES, INC.

PALMETTO BEHAVIORAL HEALTH SOLUTIONS, LLC

PSYCHMANAGEMENT GROUP, INC.

SPRINGFIELD HOSPITAL, INC.

 	 
	 	By:  	/s/ Christopher L. Howard
 	 
	 	 	Name:  	Christopher L. Howard 	 
	 	 	Title:  	Secretary 	 
	 
	 	SHC-KPH, LP

 	 
	 
	 	BY:	KINGWOOD PINES HOSPITAL, LLC,

as General Partner

 	 
	 	By:  	/s/ Christopher L. Howard
 	 
	 	 	Name:  	Christopher L. Howard 	 
	 	 	Title:  	Secretary 	 




 









 





Accepted:




	 	 	 	 	 
	Citigroup Global Markets Inc.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Julie Persily	 	 
	 

	 	 

Authorized Representative
	 	 






For itself and the other Several Initial

Purchasers named in Schedule I to the

Purchase Agreement