Second Supplemental Indenture, dated as of June 23, 2022, among the Company, the Subsidiary Guarantors party thereto, U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, and JPMorgan Chase Bank, N.A., as collateral agent, to the indenture, dated as of September 21, 2020, governing the 2030 Notes
Exhibit 4.1
Execution Version
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of June 23, 2022 (this “Supplemental Indenture”), among Universal Health Services, Inc., a Delaware corporation (the “Issuer”), each of the direct or indirect subsidiaries of the Issuer identified on Schedule 1 attached hereto as a guaranteeing subsidiary (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture (defined below)), U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”).
RECITALS
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of September 21, 2020 (the “Indenture”), providing for the issuance of 2.650% Senior Secured Notes due 2030 (the “Notes”);
WHEREAS, the Issuer, the Guarantors and the Guaranteeing Subsidiaries have authorized the execution and delivery of this Supplemental Indenture, and all things necessary to make this Supplemental Indenture a valid agreement of the Issuer, the Guarantors, the Guaranteeing Subsidiaries and the Collateral Agent have been done;
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture;
WHEREAS, Section 9.01(a)(5) of the Indenture provides that the Trustee may amend the Indenture to add a Guarantor of the Notes; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.Guarantor. Each Guaranteeing Subsidiary hereby agrees to be a Guarantor under this Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article 10 thereof.
3.Ratification of the Indenture. The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
4.Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.Waiver of Jury Trial. EACH OF THE ISSUER, EACH GUARANTOR, EACH GUARANTEEING SUBSIDIARY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
6.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7.Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
[Signature Page of Supplemental Indenture Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
ISSUER:
UNIVERSAL HEALTH SERVICES, INC.,
as Issuer
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Chief Financial Officer
and Secretary
TRUSTEE:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:: /s/ George J. Rayzis
Name:George J. Rayzis
Title:Vice President
Signature Page of Supplemental Indenture
GUARANTEEING SUBSIDIARIES:
RIDGE OUTPATIENT COUNSELING, L.L.C.
By: UHS of Ridge, LLC, its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
RIVERSIDE MEDICAL CLINIC PATIENT SERVICES, L.L.C.
By: UHS of Delaware, Inc., its Sole Member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial
Officer
FOREST VIEW PSYCHIATRIC HOSPITAL, INC.
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
By: BHC of Indiana, General Partnership,
its General Partner
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
By: Indiana Psychiatric Institutes, LLC,
its General Partner
By: BHC Healthcare, LLC,
its Sole Member
By: BHC Holdings, Inc.
its Sole Member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
GUARANTORS:
[Guarantor signature blocks begin on the following page]
Signature Page of Supplemental Indenture
UHS OF DELAWARE, INC.
By: /s/ Steve Filton
Name: Steve Filton
|
| Title: Executive Vice President and Chief Financial Officer |
Signature Page of Supplemental Indenture
LANCASTER HOSPITAL CORPORATION
MERION BUILDING MANAGEMENT, INC.
NORTHWEST TEXAS HEALTHCARE SYSTEM, INC.
UHS HOLDING COMPANY, INC.
UHS OF CORNERSTONE, INC.
UHS OF CORNERSTONE HOLDINGS, INC.
UHS OF D.C., INC.
UHS-CORONA, INC.
UNIVERSAL HEALTH SERVICES OF PALMDALE, INC.
VALLEY HOSPITAL MEDICAL CENTER, INC.
MCALLEN MEDICAL CENTER, INC.
SPARKS FAMILY HOSPITAL, INC.
UHS OF RIVER PARISHES, INC.
UHS OF TEXOMA, INC.
UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC.
By:: /s/ Steve Filton
Name: Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
ABS LINCS SC, INC.
ABS LINCS VA, INC.
ALLIANCE HEALTH CENTER, INC.
ALTERNATIVE BEHAVIORAL SERVICES, INC.
ASCEND HEALTH CORPORATION
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 SIERRA VISTA HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.
BRENTWOOD ACQUISITION, INC.
BRENTWOOD ACQUISITION - SHREVEPORT, INC.
BRYNN MARR HOSPITAL, INC.
CALVARY CENTER, INC.
CANYON RIDGE HOSPITAL, INC.
CCS/LANSING, INC.
CEDAR SPRINGS HOSPITAL, INC.
CHILDREN’S COMPREHENSIVE SERVICES, INC.
DEL AMO HOSPITAL, INC.
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH
FORT LAUDERDALE HOSPITAL, INC.
FRN, INC.
FRONTLINE BEHAVIORAL HEALTH, INC.
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
H. C. CORPORATION
HARBOR POINT BEHAVIORAL HEALTH CENTER, INC.
HAVENWYCK HOSPITAL INC.
HHC AUGUSTA, INC.
HHC DELAWARE, INC.
HHC INDIANA, INC.
HHC OHIO, INC.
HHC RIVER PARK, INC.
HHC SOUTH CAROLINA, INC.
HHC ST. SIMONS, INC.
HORIZON HEALTH AUSTIN, INC.
HORIZON HEALTH CORPORATION
HSA HILL CREST CORPORATION
KIDS BEHAVIORAL HEALTH OF UTAH, INC.
LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.
MERIDELL ACHIEVEMENT CENTER, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
NORTH SPRING BEHAVIORAL HEALTHCARE, INC.
OAK PLAINS ACADEMY OF TENNESSEE, INC.
PARK HEALTHCARE COMPANY
PENNSYLVANIA CLINICAL SCHOOLS, INC.
PREMIER BEHAVIORAL SOLUTIONS, INC.
PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.
PSYCHIATRIC SOLUTIONS, INC.
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
RIVER OAKS, INC.
RIVEREDGE HOSPITAL HOLDINGS, INC.
SOUTHEASTERN HOSPITAL CORPORATION
SPRINGFIELD HOSPITAL, INC.
STONINGTON BEHAVIORAL HEALTH, INC.
SUMMIT OAKS HOSPITAL, INC.
TEMECULA VALLEY HOSPITAL, INC.
TEMPLE BEHAVIORAL HEALTHCARE HOSPITAL, INC.
TEXAS HOSPITAL HOLDINGS, INC.
THE ARBOUR, INC.
TWO RIVERS PSYCHIATRIC HOSPITAL, INC.
UHS CHILDREN SERVICES, INC.
UHS OF DENVER, INC.
UHS OF FAIRMOUNT, INC.
UHS OF FULLER, INC.
UHS OF GEORGIA, INC.
UHS OF GEORGIA HOLDINGS, INC.
UHS OF HAMPTON, INC.
UHS OF HARTGROVE, INC
UHS OF PARKWOOD, INC.
UHS OF PENNSYLVANIA, INC.
UHS OF PROVO CANYON, INC.
UHS OF PUERTO RICO, INC.
UHS OF SPRING MOUNTAIN, INC.
Signature Page of Supplemental Indenture
UHS OF TIMBERLAWN, INC.
UHS OF TIMPANOGOS, INC.
UHS OF WESTWOOD PEMBROKE, INC.
UHS OF WYOMING, INC.
UHS SAHARA, INC.
UNITED HEALTHCARE OF HARDIN, INC.
WINDMOOR HEALTHCARE INC.
WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.
WISCONSIN AVENUE PSYCHIATRIC CENTER, INC.
UHS OF MADERA, INC.
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
AIKEN REGIONAL MEDICAL CENTERS, LLC
LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC
PALM POINT BEHAVIORAL HEALTH, LLC
TENNESSEE CLINICAL SCHOOLS, LLC
THE BRIDGEWAY, LLC
TURNING POINT CARE CENTER, LLC
UHS OF BENTON, LLC
UHS OF BOWLING GREEN, LLC
UHS OF GREENVILLE, LLC
UHS OF LAKESIDE, LLC
UHS OF PHOENIX, LLC
UHS OF RIDGE, LLC
UHS OF ROCKFORD, LLC
UHS OF TUCSON, LLC
UHS SUB III, LLC
UHSD, L.L.C.
WELLINGTON REGIONAL MEDICAL CENTER, LLC
By: Universal Health Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
KEYS GROUP HOLDINGS LLC
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
KEYSTONE CONTINUUM, LLC
KEYSTONE NPS LLC
KEYSTONE RICHLAND CENTER LLC
By: Keystone/CCS Partners LLC
Its sole 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
Signature Page of Supplemental Indenture
KEYSTONE EDUCATION AND YOUTH SERVICES, LLC
By: KEYS Group Holdings LLC
Its sole member
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
KEYSTONE MARION, LLC
KEYSTONE MEMPHIS, LLC
KEYSTONE NEWPORT NEWS, LLC
KEYSTONE WSNC, L.L.C.
By: Keystone Education and Youth Services, LLC
Its sole member
By: KEYS Group Holdings LLC
Its sole member
By: UHS Children Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
MANATEE MEMORIAL HOSPITAL, L.P.
By: Wellington Regional Medical Center, LLC
Its general partner
By: Universal Health Services, Inc.,
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
MCALLEN HOSPITALS, L.P.
By: McAllen Medical Center, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
GULPH MILLS ASSOCIATES, LLC
TBD ACQUISITION II, LLC
UHS KENTUCKY HOLDINGS, L.L.C.
UHS OF LANCASTER, LLC
UHS OF NEW ORLEANS, LLC
UHS OF OKLAHOMA, LLC
UHSL, L.L.C.
AZ HOLDING 4, LLC
UHS MIDWEST BEHAVIORAL HEALTH, LLC
By: UHS of Delaware, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
UHS OF DOVER, L.L.C.
By: UHS of Rockford, LLC
Its sole member
By: Universal Health Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Executive Vice President, Secretary and Chief Financial Officer
Signature Page of Supplemental Indenture
UHS OF DOYLESTOWN, L.L.C.
By: UHS of Pennsylvania, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
UHS OKLAHOMA CITY LLC
UHS OF SPRINGWOODS, L.L.C.
By: UHS of New Orleans, LLC
Its sole member
By: UHS of Delaware, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title:Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
UHS OF SUMMITRIDGE, L.L.C.
By: UHS of Peachford, L.P.
Its sole member
By: UHS of Georgia, Inc.
Its general partner
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
PSYCHIATRIC SOLUTIONS HOSPITALS, LLC
By: Psychiatric Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DIAMOND GROVE CENTER, LLC
KMI ACQUISITION, LLC
LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC
PSJ ACQUISITION, LLC
SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM,
LLC
SUNSTONE BEHAVIORAL HEALTH, 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
Signature Page of Supplemental Indenture
ATLANTIC SHORES HOSPITAL, LLC
EMERALD COAST BEHAVIORAL HOSPITAL, LLC
OCALA BEHAVIORAL HEALTH, LLC
PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC
RAMSAY MANAGED CARE, LLC
SAMSON PROPERTIES, LLC
TBJ BEHAVIORAL CENTER, LLC
THREE RIVERS HEALTHCARE GROUP, LLC
WEKIVA SPRINGS CENTER, LLC
ZEUS ENDEAVORS, LLC
By: Premier Behavioral Solutions, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
WILLOW SPRINGS, LLC
By: BHC Health Services of Nevada, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BEHAVIORAL HEALTHCARE LLC
By: BHC Holdings, Inc.
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BHC PINNACLE POINTE HOSPITAL, LLC
BHC PROPERTIES, LLC
COLUMBUS HOSPITAL PARTNERS, LLC
HOLLY HILL HOSPITAL, LLC
LEBANON HOSPITAL PARTNERS, LLC
NORTHERN INDIANA PARTNERS, LLC
ROLLING HILLS HOSPITAL, 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
Signature Page of Supplemental Indenture
BHC MESILLA VALLEY HOSPITAL, LLC
BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
HORIZON HEALTH HOSPITAL SERVICES, LLC
HORIZON MENTAL HEALTH MANAGEMENT, LLC
By: Horizon Health Corporation
Its Sole Member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
HHC PENNSYLVANIA, LLC
HHC POPLAR SPRINGS, LLC
KINGWOOD PINES HOSPITAL, LLC
SCHICK SHADEL OF FLORIDA, 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
Signature Page of Supplemental Indenture
HICKORY TRAIL HOSPITAL, L.P.
MILLWOOD HOSPITAL, L.P.
NEURO INSTITUTE OF AUSTIN, L.P.
TEXAS CYPRESS CREEK HOSPITAL, L.P.
TEXAS LAUREL RIDGE HOSPITAL, L.P.
TEXAS OAKS PSYCHIATRIC 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
Signature Page of Supplemental Indenture
SHC-KPH, LP
By: HHC Kingwood Investment, LLC
Its General Partner
By: Horizon Health Hospital Services, LLC
Sole member of the General Partner
By: Horizon Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
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
Signature Page of Supplemental Indenture
INDEPENDENCE PHYSICIAN MANAGEMENT, LLC
By: UHS of Fairmount, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
Behavioral Health Management, LLC
Behavioral Health Realty, LLC
CAT Realty, LLC
CAT Seattle, LLC
MAYHILL BEHAVIORAL HEALTH, LLC
Psychiatric Realty, LLC
RR RECOVERY, LLC
Salt Lake Behavioral Health, LLC
Salt Lake Psychiatric Realty, LLC
UBH OF OREGON, LLC
UBH of Phoenix, LLC
UBH of Phoenix Realty, LLC
University Behavioral Health of El Paso, LLC
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
GARFIELD PARK HOSPITAL, LLC
By: UHS of Hartgrove, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
abs lincs ky, llc
HUGHES CENTER, LLC
By: Alternative Behavioral Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
VALLEY HEALTH SYSTEM LLC
By: Valley Hospital Medical Center, Inc.
Its sole member
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
UHP LP
By: Island 77 LLC
Its general partner
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
BEACH 77 LP
By: 2026 W. University Properties, LLC
Its general partner
By: Ascend Health Corporation
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
CORAL SHORES BEHAVIORAL HEALTH, LLC
By: Children’s Comprehensive Services, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DVH HOSPITAL ALLIANCE LLC
By: UHS Holding Company, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
DHP 2131 K ST, LLC
By: District Hospital Partners, L.P.
Its sole member
By: UHS of D.C., Inc.
Its general partner
By: /s/ Steve Filton
Name: Steve Filton
Title: Vice President
Signature Page of Supplemental Indenture
UHS FUNDING, LLC
By: UHS of Delaware, Inc.
Its majority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
By: Universal Health Services, Inc.
Its minority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President, Chief Financial Officer and Secretary
Signature Page of Supplemental Indenture
MILWAUKEE BEHAVIORAL HEALTH, LLC
By: UHS of Delaware, Inc.
Its minority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
By: UHS Funding, LLC
Its majority member
By: UHS of Delaware, Inc.
Its majority member
By: /s/ Steve Filton
Name: Steve Filton
Title: Executive Vice President and Chief Financial Officer
Signature Page of Supplemental Indenture
FANNIN MANAGEMENT SERVICES, LLC
By: UHS of Texoma, Inc.
Its sole member
By: /s/ Steve Filton
Name:Steve Filton
Title:Vice President
Signature Page of Supplemental Indenture
SCHEDULE 1
GUARANTEEING SUBSIDIARIES
|
| 1. | Bloomington Meadows, General Partnership, a Tennessee general partnership |
|
| 2. | Forest View Psychiatric Hospital, Inc., a Michigan corporation |
|
| 3. | Ridge Outpatient Counseling, L.L.C., a Kentucky limited liability company |
|
| 4. | Riverside Medical Clinic Patient Services, L.L.C., a California limited liability company |
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