FOURTHAMENDMENT

EX-10.1 3 d773872dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION VERSION

FOURTH AMENDMENT

FOURTH AMENDMENT, dated as of August 7, 2014 (this “Amendment”), to (i) the Credit Agreement, dated as of November 15, 2010 (as amended from time to time, the “Credit Agreement”), among UNIVERSAL HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) and the other agents party thereto and (ii) the Collateral Agreement, dated as of November 15, 2010 (as amended from time to time, the “Collateral Agreement”), among, inter alia, the Borrower, certain affiliates of the Borrower and the Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrower and the Administrative Agent are parties to the Credit Agreement and the Collateral Agreement;

WHEREAS, the Borrower has requested (i) the extension of the Revolving Commitments and Tranche A Loans and (ii) thereafter, certain amendments to the Credit Agreement and Collateral Agreement as set forth herein; and

WHEREAS, the Borrower and each party to this Amendment designated as a “Revolving Lender” on its signature page hereto (each a “Revolving Lender”) wish to extend the Revolving Commitments of such Revolving Lenders on the terms set forth herein, including providing that the maturity date of such extended Revolving Commitments shall be extended as set forth herein and on Exhibit A hereto;

WHEREAS, the Borrower and each party to this Amendment designated as a “Tranche A Lender” on its signature page hereto (each a “Tranche A Lender”) wish to extend the Tranche A Term Loans of such Tranche A Lenders on the terms set forth herein, including providing that the maturity date of such extended Tranche A Term Loans shall be extended as set forth herein and on Exhibit A hereto (and which shall constitute Replacement Term Loans (as defined in the Credit Agreement));

WHEREAS, each of the Revolving Lenders and each of the Tranche A Lenders are willing to consent to the requested amendments as set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the Amended Credit Agreement (as defined below) are used herein as therein defined.

2. Amendments to the Credit Agreement. Upon the Extension (as defined below):

(a) the Credit Agreement is hereby amended to be in the form of Exhibit A attached hereto (as amended, the “Amended Credit Agreement”);

(b) Schedule 1.1A, Schedule 4.2, Schedule 4.6, Schedule 4.19(a), Schedule 7.2(d) and Schedule 7.3(f) to the Credit Agreement is each hereby amended to be in the form of Exhibit B attached hereto;


(c) the Collateral Agreement is hereby amended and restated to be in the form of Exhibit C attached hereto (as amended, the “Amended Collateral Agreement”) and will be executed by the parties thereto; and

(d) the definitions of “Borrower Obligations” and “Guarantor Obligations” in the Guarantee Agreement are hereby ameneded by adding “(other than with respect to Excluded Swp Obligations)” after each reference to “Specified Swap Agreement” set forth therein.

3. Tranche A Term Lenders. Each Tranche A Term Lender as set forth on Schedule 1.1A to the Amended Credit Agreement hereby agrees, on the terms and conditions set forth herein and in the Amended Credit Agreement, to make a Tranche A Term Loan to the Borrower on the Fourth Amendment Effective Date (as defined below) in accordance with Section 2.1 of the Amended Credit Agreement. Each Tranche A Term Lender shall, effective on the Fourth Amendment Effective Date, become a party to the Amended Credit Agreement as a “Tranche A Term Lender”. Each Tranche A Term Lender shall, effective on the Fourth Amendment Effective Date, have the rights and obligations of a “Tranche Term Lender” under the Amended Credit Agreement and the other Loan Documents.

4. Revolving Commitment Maturity Date Extension. Each Revolving Lender agrees (i) to convert 100% of its existing Revolving Commitment (as defined in Exhibit A hereto) and any Revolving Loans (as defined in Exhibit A hereto) outstanding thereunder into a Revolving Commitment and Revolving Loans, respectively, on the terms set forth in the Amended Credit Agreement and (ii) that as of the Fourth Amendment Effective Date the amount of its Revolving Commitment shall be as set forth in Exhibit B hereto under the heading “Revolving Commitment” as of the Fourth Amendment Effective Date.

5. Effectiveness. The extension of the Revolving Commitments and Tranche A Loans (the “Extension”) shall become effective as of the date (the “Fourth Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied:

(a) The Administrative Agent shall have received each of the following, dated as of the Fourth Amendment Effective Date (unless otherwise agreed to by the Administrative Agent), in form and substance satisfactory to the Administrative Agent:

(i) this Amendment, duly executed and delivered by the Borrower, the Guarantors, each of the Revolving Lenders and the Tranche A Term Lenders listed on Exhibit B hereto and the Administrative Agent;

(ii) the legal opinion of (A) the Borrower’s general counsel, or other counsel reasonably acceptable to the Administrative Agent and (B) Fulbright & Jaworski LLP, counsel to the Borrower and its Subsidiaries; and

(iii) the fee letter in connection with the Fourth Amendment executed by the Borrower and the Administrative Agent.

(b) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects).

 

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(c) No Default or Event of Default has occurred and is continuing on the Fourth Amendment Effective Date or after giving effect to the amendments contemplated herein and the extensions of credit requested to be made on the Fourth Amendment Effective Date.

(d) All governmental and third party approvals necessary in connection with the transactions contemplated hereby and by the Credit Agreement shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby.

(e) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented on or before the Fourth Amendment Effective Date.

(f) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the incurrence of all Indebtedness in connection herewith on the Fourth Amendment Effective Date, are Solvent.

(g) The Administrative Agent shall have received, at least 5 days prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, previously requested by the Administrative Agent.

(h) The Borrower shall have received a corporate rating and/or family rating from Moody’s and S&P and the Tranche A Term Loans shall have received a credit rating from Moody’s and S&P, in each case after giving effect to the incurrence of all Indebtedness in connection therewith and herewith on the Fourth Amendment Effective Date.

(i) The Borrower shall have received gross proceeds of $600,000,000 from the Senior Secured Notes (as defined in the Amended Credit Agreement).

6. Termination of Mortgages and Release of Liens on Mortgaged Property. Upon the Extension, (i) the Mortgages shall terminate and the rights and obligations of the parties thereunder shall terminate and (ii) the Administrative Agent shall cause the Collateral Agent to unconditionally reassign, release, discharge and terminate and agree to unconditionally reassign, release, discharge and terminate the Liens granted to the Collateral Agent under the Mortgages and to reassign to the Loan Parties all benefits, rights, title and interest in and to the Mortgaged Property and other property, rights, title and interest, and/or any other tangibles or intangibles which were assigned and/or granted to it by the Loan Parties, by way of security pursuant to the Mortgages without recourse or warranty. The Administrative Agent hereby covenants and agrees that it will from time to time (at the expense of the Loan Parties) cause the Collateral Agent to execute, sign, perfect, do and (if required) file, record, register and enrol with any applicable jurisdiction or with any applicable governmental authority, every further deed, assurance, agreement, instrument, act and thing which a Loan Party may reasonably require for the purposes of perfecting the termination, discharges and releases of the Mortgages and the Liens over the Mortgaged Property. For the purposes of this Section 6, the terms “Mortgages” and “Mortgaged Property” shall have the meaning ascribed to such terms in the Credit Agreement immediately prior to the amendment thereof pursuant to Section 2(a).

 

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7. Fees and Expenses. The Borrower hereby covenants and agrees to pay (i) to the Administrative Agent for the account of each Lender that consents to this Amendment on or prior to 5:00 p.m. (New York time), on August 6, 2014, a fee in Dollars equal to (i) in the case of a Lender prior to the Fourth Amendment Effective Date, 12.5 basis points of such Lender’s Commitments pursuant to the Revolving Commitments and the Tranche A Term Commitments prior to the Fourth Amendment Effective Date, (ii) to the extent not covered by clause (i), 25 basis points of such Lender’s Commitments pursuant to the Revolving Commitments and the Tranche A Term Commitments and (iii) all invoiced fees and accrued expenses of the Administrative Agent, including without limitation, the reasonable fees and expenses of legal counsel.

8. Ratification by Guarantors. Each of the Guarantors acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein. Each of the Guarantors agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, such Guarantor’s guarantee shall remain in full force and effect without modification thereto and (ii) nothing herein shall in any way limit any of the terms or provisions of such Guarantor’s guarantee, the Collateral Agreement or any other Loan Document executed by such Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects as of the Fourth Amendment Effective Date. Each of the Guarantors hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 8. Each of the Guarantors hereby further acknowledges that the Borrower, the Administrative Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provision of the Loan Documents without notice to or consent from such Guarantor and without affecting the validity or enforceability of such Guarantor’s guarantee or giving rise to any reduction, limitation, impairment, discharge or termination of such Guarantor’s guarantee.

9. Effect. Except as expressly amended hereby and which shall take effect only on and after the Extension, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force and effect.

10. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

11. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Integration. This Amendment and the other Loan Documents represent the agreement of the Loan Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

13. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

UNIVERSAL HEALTH SERVICES, INC.
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Senior Vice President

[Signature Page to Fourth Amendment]


ASCEND HEALTH CORPORATION   UHS OF HAMPTON, INC.

ASSOCIATED CHILD CARE
EDUCATIONAL SERVICES, INC.

  UHS OF HARTGROVE, INC.
  UHS OF LAKESIDE, LLC.
CCS/LANSING, INC.   UHS OF OKLAHOMA, INC.

CHILDREN’S COMPREHENSIVE SERVICES,
INC.

  UHS OF PARKWOOD, INC.
  UHS OF PENNSYLVANIA, INC.
DEL AMO HOSPITAL, INC.   UHS OF PROVO CANYON, INC.
FRONTLINE BEHAVIORAL HEALTH, INC.   UHS OF PUERTO RICO, INC.
LANCASTER HOSPITAL CORPORATION   UHS OF RIVER PARISHES, INC.
MCALLEN MEDICAL CENTER, INC.   UHS OF SPRING MOUNTAIN, INC.
MERION BUILDING MANAGEMENT, INC.   UHS OF TEXOMA, INC.
MERRIDELL ACHIEVEMENT CENTER, INC.   UHS OF TIMBERLAWN, INC.

NORTHWEST TEXAS HEALTHCARE
SYSTEM, INC.

  UHS OF TIMPANOGOS, INC.
  UHS OF WESTWOOD PEMBROKE, INC.

OAK PLAINS ACADEMY OF TENNESSEE,
INC.

  UHS OF WYOMING, INC.
  UHS SAHARA, INC.
PARK HEALTHCARE COMPANY   UHS-CORONA, INC.
PENNSYLVANTA CLINICAL SCHOOLS, INC.   UNITED HEALTHCARE OF HARDIN, INC.
PSI SURETY, INC.  

UNIVERSAL HEALTH SERVICES OF
PALMDALE, INC.

RIVER OAKS, INC.  
SOUTHEASTERN HOSPITAL CORPORATION  

UNNERSAL HEALTH SERVICES OF RANCHO
SPRINGS, INC.

SPARKS FAMILY HOSPITAL, INC.  
STONINGTON BEHAVIORAL HEALTH, INC.   VALLEY HOSPITAL MEDICAL CENTER, INC.
TEMECULA VALLEY HOSPITAL, INC.  

WELLINGTON REGIONAL MEDICAL
CENTER, INCORPORATED

THE ARBOUR, INC.  
THE BRIDGEWAY, INC.  

WISCONSIN AVENUE PSYCHIATRIC
CENTER, INC.

TWO RIVERS PSYCHIATRIC HOSPITAL, INC.  
UHS CHILDREN’S SERVICES, INC.    
UHS HOLDING COMPANY, INC.    
UHS OF BENTON, INC.    
UHS OF CORNERSTONE, INC.   By:  

/s/ Steve Filton

UHS OF CORNERSTONE HOLDINGS, INC.   Name:   Steve Filton
UHS OF D.C., INC.   Title:   Vice President
UHS OF DELAWARE, INC.    
UHS OF DENVER, INC.    
UHS OF FAIRMOUNT, INC.    
UHS OF FULLER, INC.    
UHS OF GEORGIA, INC.    
UHS OF GEORGIA HOLDINGS, INC.    

 

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ALLIANCE HEALTH CENTER, INC.   KIDS BEHAVIORAL HEALTH OF UTAH, INC.

ALTERNATIVE BEHAVIORAL SERVICES,
INC.

 

LAUREL OAKS BEHAVIORAL HEALTH
CENTER, INC.

 

BENCHMARK BEHAVIORAL HEALTH
SYSTEM, INC.

  MICHIGAN PSYCHIATRIC SERVICES, INC.
 

NORTH SPRING BEHAVIORAL
HEALTHCARE, INC.

BHC ALHAMBRA HOSPITAL, INC.  
BHC BELMONT PINES HOSPITAL, INC.  

PREMIER BEHAVIORAL SOLUTIONS OF
FLORIDA, INC.

BHC FAIRFAX HOSPITAL, INC.  
BHC FOX RUN HOSPITAL, INC.   PREMIER BEHAVIORAL SOLUTIONS, INC.
BHC FREMONT HOSPITAL, INC.   PSYCHIATRIC SOLUTIONS, INC.
BHC HEALTH SERVICES OF NEVADA, INC.  

PSYCHIATRIC SOLUTIONS OF VIRGINIA,
INC.

BHC HERITAGE OAKS HOSPITAL, INC.  
BHC HOLDINGS, INC.  

RAMSAY YOUTH SERVICES OF GEORGIA,
INC.

BHC INTERMOUNTAIN HOSPITAL, INC.  
BHC MONTEVISTA HOSPITAL, INC.   RIVEREDGE HOSPITAL HOLDINGS, INC.
BHC PINNACLE POINTE HOSPITAL, INC.   SPRINGFIELD HOSPITAL, INC.
BHC SIERRA VISTA HOSPITAL, INC.   SUMMIT OAKS HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.   TEXAS HOSPITAL HOLDINGS, INC.
BRENTWOOD ACQUISITION, INC.   WINDMOOR HEALTHCARE INC.

BRENTWOOD ACQUISITION – SHREVEPORT,
INC.

 

WINDMOOR HEALTHCARE OF PINELLAS
PARK, INC.

 
BRYNN MARR HOSPITAL, INC.    
CANYON RIDGE HOSPITAL, INC.    
CEDAR SPRINGS HOSPITAL, INC.    

FIRST HOSPITAL CORPORATION OF
VIRGINIA BEACH

  By:  

/s/ Steve Filton

  Name:   Steve Filton
FIRST HOSPITAL PAN AMERICANO, INC.   Title:   Vice President
GREAT PLAINS HOSPITAL, INC.    
H. C. CORPORATION    

HARBOR POINT BEHAVIORAL HEALTH
CENTER, INC.

   
   
HAVENWYCK HOSPITAL INC.    
HHC AUGUSTA, INC.    
HHC CONWAY INVESTMENT, INC.    
HHC DELAWARE, INC.    
HHC POPLAR SPRINGS, INC.    
HHC RIVER PARK, INC.    
HHC ST. SIMONS, INC.    
HORIZON HEALTH CORPORATION    
HSA HILL CREST CORPORATION    


AIKEN REGIONAL MEDICAL CENTERS, LLC
LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC
TENNESSEE CLINICAL SCHOOLS, LLC
TURNING POINT CARE CENTER, LLC
UHS OF BOWLING GREEN, LLC
UHS OF GREENVILLE, LLC
UHS OF RIDGE, LLC
UHS OF ROCKFORD, LLC
UHSD, LLC
By:   Universal Health Services, Inc.
Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Senior Vice President

 

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FORT DUNCAN MEDICAL CENTER, L.P.
By:   For Duncan Medical Center, Inc.
Its general partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President
By:   UHS of Fairmount, Inc.
Its limited partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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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

 

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KEYS GROUP HOLDINGS LLC
By:   UHS Children Services, Inc.
Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

12


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

 

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

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

14


KEYSTONE EDUCATION AND YOUTH SERVICES, L.L.C.
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

 

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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

 

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MANATEE MEMORIAL HOSPITAL, L.P.
By:   Wellington Regional Medical Center, Incorporated
Its general partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President
By:   UHS of Pennsylvania, Inc.
Its limited partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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MCALLEN HOSPITALS, L.P.
By:   McAllen Medical Center, Inc.
Its general partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President
By:   UHS of Georgia Holdings, Inc.
Its limited partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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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

 

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UHS KENTUCKY HOLDINGS, L.L.C.
By:   UHS of Delaware, Inc.
Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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UHS OF ANCHOR, L.P.
UHS OF LAUREL HEIGHTS, L.P.
UHS OF PEACHFORD, L.P.
By:   UHS of Georgia, Inc.
Its general partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President
By:   UHS of Georgia Holdings, Inc.
Its limited partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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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

 

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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:   Senior Vice President

 

23


UHS OF DOYLESTOWN, L.L.C.
By:   UHS of Pennsylvania, Inc.
Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

24


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

 

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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

 

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UHS OKLAHOMA CITY LLC
UHS OF SPRINGWOODS, L.L.C.
By:   UHS of New Orleans, LLC
Its sole member
  By:   UHS of Delaware, LLC
  Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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UHS OF SUMMITRIDGE, LLC
By:   UHS of Peachford, L.P.
Its managing member
  By:   UHS of Georgia, Inc.
  Its general partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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PSYCHIATRIC SOLUTIONS HOSPITALS, LLC
By:   Psychiatric Solutions, Inc.
Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

29


KMI ACQUISITION, LLC
ROLLING HILLS HOSPITAL, LLC
PSJ ACQUISITION, LLC

SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC

TBD ACQUISITION, LLC
By:   Psychiatric Solutions Hospitals, LLC
Its Sole Member
  By:   Psychiatric Solutions, Inc.
  Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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ATLANTIC SHORES HOSPITAL, L.L.C.
EMERALD COAST BEHAVIORAL HOSPITAL, LLC
OCALA BEHAVIORAL HEALTH, LLC
PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC
By:   Premier Behavioral Solutions, Inc.
Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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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

 

32


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

 

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RAMSAY MANAGED CARE, LLC
SAMSON PROPERTIES, LLC
TBJ BEHAVIORAL CENTER, LLC
THREE RIVERS HEALTHCARE GROUP, LLC
ZEUS ENDEAVORS, LLC
WEKIVA SPRINGS CENTER, LLC
By:   Premier Behavioral Solutions, Inc.
Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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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

 

35


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

 

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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

 

37


WILLOW SPRINGS, LLC
By:   BHC Health Services of Nevada, Inc.
Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

38


BHC PROPERTIES, LLC
By:   Behavioral Healthcare LLC
Its Sole Member
  By:   BHC Holdings, Inc.
  Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

39


BHC MESILLA VALLEY HOSPITAL, LLC
By:   BHC Properties, LLC
Its Sole Member
  By:   Behavioral Healthcare LLC
  Its Sole Member
    By:   BHC Holdings, Inc.
    Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

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BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
By:   BHC Properties, LLC
Its Sole Member
  By:   Behavioral Healthcare LLC
  Its Sole Member
  By:   BHC Holdings, Inc.
    Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

41


HOLLY HILL HOSPITAL, LLC
By:   Behavioral Healthcare LLC
Its Sole Member
  By:   BHC Holdings, Inc.
  Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

42


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

 

43


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

 

44


COLUMBUS HOSPITAL PARTNERS, LLC
LEBANON HOSPITAL PARTNERS, LLC
NORTHERN INDIANA PARTNERS, LLC
VALLE VISTA HOSPITAL PARTNERS, LLC
By:   Behavioral Healthcare LLC
Its Sole Member
  By:   BHC Holdings, Inc.
  Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

45


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

 

46


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

 

47


BEHAVIORAL HEALTHCARE, LLC
By:   BHC Holdings, Inc.
Its Sole Member
By:  

/s/ Steve Filton

  Name:  Steve Filton
  Title:    Vice President

 

48


HORIZON HEALTH HOSPITAL SERVICES, LLC
HORIZON MENTAL HEALTH MANAGEMENT, LLC
SUNSTONE BEHAVIORAL HEALTH, LLC
By:   Horizon Health Corporation
Its Sole Member
By:  

/s/ Steve Filton

  Name:  Steve Filton
  Title:    Vice President

 

49


KINGWOOD PINES HOSPITAL, LLC
HHC PENNSYLVANIA, LLC
TOLEDO HOLDING CO., LLC
By:   Horizon Health Hospital Services, LLC
Its Sole Member
  By:   Horizon Health Corporation
  Its Sole Member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

50


HICKORY TRAIL 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
By:   Texas Hospital Holdings, Inc.
Its Limited Partner
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

51


SHC-KPH, LP
By:   HHC Kingwood Investment, LLC
Its General Partner
By:   Kingwood Pines Hospital, LLC
Its Limited partner
  By:   Horizon Health Hospital Services, LLC
  The Sole Member of the above Limited and General Partner
    By:   Horizon Health Corporation
    Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

52


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

 

53


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

 

54


SCHICK SHADEL OF FLORIDA, 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

 

55


UHS OF NEW ORLEANS, LLC
UHSL, LLC
By:   UHS of Delaware, Inc.
Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Senior Vice President

 

56


INDEPENDENCE PHYSICIAN MANAGEMENT, LLC
By:   UHS of Fairmount, Inc.
Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

57


BEHAVIORAL HEALTH MANAGEMENT, LLC
BEHAVIORAL HEALTH REALTY, LLC
CAT REALTY, LLC
CAT SEATTLE, LLC
PSYCHIATRIC REALTY, LLC
SALT LAKE BEHAVIORAL HEALTH, LLC
SALT LAKE PSYCHIATRIC REALTY, LLC
UBH OF PHOENIX, LLC
UBH OF PHOENIX REALTY, LLC
UNIVERSITY BEHAVIORAL HEALTH OF EL PASO
By:   Ascend Health Corporation
Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

58


GARFIELD PARK HOSPITAL, LLC
By:   UHS of Hartgrove, Inc.
Its sole member
By:  

/s/ Steve Filton

  Name:   Steve Filton
  Title:   Vice President

 

59


JPMORGAN CHASE BANK, N.A., as Administrative Agent, a Tranche A Term Lender, a Revolving Lender and as Swingline Lender
By:  

/s/ Dawn LeeLum

  Name:   Dawn LeeLum
  Title:   Executive Director

 

60


Bank of America, N.A., as a Tranche A Term Lender
By:  

/s/ Yinghua Zhang

  Name:   Yinghua Zhang
  Title:   Senior Vice President

 

61


Bank of America, N.A., as a Revolving Lender
By:  

/s/ Yinghua Zhang

  Name:   Yinghua Zhang
  Title:   Senior Vice President

 

62


SunTrust Bank, as a Tranche A Term Lender
By:  

/s/ Mary E. Coke

  Name:   Mary E. Coke
  Title:   Vice President

 

63


SunTrust Bank, as Revolving Lender
By:  

/s/ Mary E. Coke

  Name:   Mary E. Coke
  Title:   Vice President

 

64


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Tranche A Term Lender
By:  

/s/ Brian McNany

  Name:   Brian McNany
  Title:   Vice President

 

65


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Revolving Lender
By:  

/s/ Brian McNany

  Name:   Brian McNany
  Title:   Vice President

 

66


Mizuho Bank, Ltd. (f/k/a Mizuho Corporate Bank, Ltd.), as a Tranche A Term Lender
By:  

/s/ Bertram H. Tang

  Name:   Bertram H. Tang
  Title:   Authorized Signatory

 

67


Mizuho Bank, Ltd. (f/k/a Mizuho Corporate Bank, Ltd.), as a Revolving Lender
By:  

/s/ Bertram H. Tang

  Name:   Bertram H. Tang
  Title:   Authorized Signatory

 

68


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Revolving Lender
By:  

/s/ Thomas Randolph

  Name:   Thomas Randolph
  Title:   Managing Director
By:  

/s/ Gary Herzog

  Name:   Gary Herzog
  Title:   Managing Director

 

69


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Tranche A Term Lender
By:  

/s/ Thomas Randolph

  Name:   Thomas Randolph
  Title:   Managing Director
By:  

/s/ Gary Herzog

  Name:   Gary Herzog
  Title:   Managing Director

 

70


DEUTSCHE BANK AG NEW YORK BRANCH, as a Revolving Lender
By:  

/s/ Michael Winters

  Name:   Michael Winters
  Title:   Vice President
By:  

/s/ Kirk L. Tashjian

  Name:   Kirk L. Tashjian
  Title:   Vice President

 

71


DEUTSCHE BANK AG NEW YORK BRANCH, as a Tranche A Term Lender
By:  

/s/ Michael Winters

  Name:   Michael Winters
  Title:   Vice President
By:  

/s/ Kirk L. Tashjian

  Name:   Kirk L. Tashjian
  Title:   Vice President

 

72


Royal Bank of Canada, as a Tranche A Term Lender
By:  

/s/ Mustafa Topiwalla

  Name:   Mustafa Topiwalla
  Title:   Authorized Signatory

 

73


Royal Bank of Canada, as a Revolving Lender
By:  

/s/ Mustafa Topiwalla

  Name:   Mustafa Topiwalla
  Title:   Authorized Signatory

 

74


GOLDMAN SACHS BANK USA, as a Revolving Lender
By:  

/s/ Mark Walton

  Name:   Mark Walton
  Title:   Authorized Signatory

 

75


GOLDMAN SACHS BANK USA, as a Tranche A Term Lender
By:  

/s/ Mark Walton

  Name:   Mark Walton
  Title:   Authorized Signatory

 

76


Sumitomo Mitsui Banking Corporation, as a Tranche A Term Lender
By:  

/s/ David W. Kee

  Name:   David W. Kee
  Title:   Managing Director

 

77


Sumitomo Mitsui Banking Corporation, as a Revolving Lender
By:  

/s/ David W. Kee

  Name:   David W. Kee
  Title:   Managing Director

 

78


Wells Fargo Bank, National Association, as a Tranche A Term Lender
By:  

/s/ Andrea S. Chen

  Name:   Andrea S. Chen
  Title:   Director

 

79


Wells Fargo Bank, National Association, as a Revolving Lender
By:  

/s/ Andrea S. Chen

  Name:   Andrea S. Chen
  Title:   Director

 

80


Fifth Third Bank, as a Tranche A Term Lender
By:  

/s/ William D. Priester

  Name:   William D. Priester
  Title:   Senior Vice President

 

81


Fifth Third Bank, as a Revolving Lender
By:  

/s/ William D. Priester

  Name:   William D. Priester
  Title:   Senior Vice President

 

82


PNC Bank NA, as a Revolving Lender
By:  

/s/ Joseph A. Serianni

  Name:   Joseph A. Serianni
  Title:   Senior Vice President

 

83


PNC Bank NA, as a Tranche A Term Lender
By:  

/s/ Joseph A. Serianni

  Name:   Joseph A. Serianni
  Title:   Senior Vice President

 

84


TD Bank, N.A., as a Tranche A Term Lender
By:  

/s/ Shreya Shah

  Name:   Shreya Shah
  Title:   Senior Vice President

 

85


TD Bank, N.A., as a Revolving Lender
By:  

/s/ Shreya Shah

  Name:   Shreya Shah
  Title:   Senior Vice President

 

86


Santander Bank, N.A., as a Tranche A Term Lender
By:  

/s/ Francis D. Phillips

  Name:   Francis D. Phillips
  Title:   Senior Vice President

 

87


Santander Bank, N.A., as a Revolving Lender
By:  

/s/ Francis D. Phillips

  Name:   Francis D. Phillips
  Title:   Senior Vice President

 

88


KeyBank National Association, as a Tranche A Term Lender
By:  

/s/ Sanya Valeva

  Name:   Sanya Valeva
  Title:   Senior Vice President

 

89


KeyBank National Association, as a Revolving Lender
By:  

/s/ Sanya Valeva

  Name:   Sanya Valeva
  Title:   Senior Vice President

 

90


Capital One, N.A., as a Tranche A Term Lender
By:  

/s/ Kiel Johnson

  Name:   Kiel Johnson
  Title:   Vice President

 

91


Capital One, N.A., as a Revolving Lender
By:  

/s/ Kiel Johnson

  Name:   Kiel Johnson
  Title:   Vice President

 

92


SIEMENS FINANCIAL SERVICES, INC., as a Tranche A Term Lender
By:  

/s/ Maria Levy

  Name:   Maria Levy
  Title:   Vice President
By:  

/s/ Michael L. Zion

  Name:   Michael L. Zion
  Title:   Vice President

 

93


SIEMENS FINANCIAL SERVICES, INC., as a Revolving Lender
By:  

/s/ Maria Levy

  Name:   Maria Levy
  Title:   Vice President
By:  

/s/ Michael L. Zion

  Name:   Michael L. Zion
  Title:   Vice President

 

94


AZB Funding, as a Tranche A Term Lender
By:  

/s/ Hiroshi Matsumoto

  Name:   Hiroshi Matsumoto
  Title:   Authorized Signatory

 

95


BOKF, N.A. dba BANK OF OKLAHOMA, as a Tranche A Term Lender
By:  

/s/ Brian H. Warden

  Name:   Brian H. Warden
  Title:   Vice President

 

96


Cadence Bank, N.A., as a Tranche A Term Lender
By:  

/s/ William H. Crawford

  Name:   William H. Crawford
  Title:   Executive Vice President

 

97


CADENCE BANK, N.A., as a Revolving Lender
By:  

/s/ William H. Crawford

  Name:   William H. Crawford
  Title:   Executive Vice President

 

98


Banco Popular de Puerto Rico, New York Branch, as a Tranche A Term Lender
By:  

/s/ Hector J. Gonzalez

  Name:   Hector J. Gonzalez
  Title:   Vice President

 

99


First Niagara Bank, N.A., as a Tranche A Term Lender
By:  

/s/ Ken Jamison

  Name:   Ken Jamison
  Title:   Managing Director

 

100


First Niagara Bank, N.A., as a Revolving Lender
By:  

/s/ Ken Jamison

  Name:   Ken Jamison
  Title:   Managing Director

 

101


FIRSTMERIT BANK, N.A., as a Tranche A Term Lender
By:  

/s/ Laura C. Redinger

  Name:   Laura C. Redinger
  Title:   Senior Vice President

 

102


First Commercial Bank, New York Branch, as a Tranche A Term Lender
By:  

/s/ Jason Lee

  Name:   Jason Lee
  Title:   Senior Vice President & General Manager

 

103


MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., LOS ANGELES BRANCH, as a Tranche A Term Lender
By:  

/s/ YiMing Ko

  Name:   YiMing Ko
  Title:   VP & General Manager

 

104


MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., LOS ANGELES BRANCH, as a Revolving Lender
By:  

/s/ YiMing Ko

  Name:   YiMing Ko
  Title:   VP & General Manager

 

105


Mercantil Commercebank N.A., as a Tranche A Term Lender
By:  

/s/ Alejandro Garrote

  Name:   Alejandro Garrote
  Title:   Corporate Loan Officer
By:  

/s/ John Viault

  Name:   John Viault
  Title:   Vice President

 

106


Chang Hwa Commercial Bank, Ltd., Los Angeles Branch, as a Tranche A Term Lender
By:  

/s/ Kang Yang

  Name:   Kang Yang
  Title:   Vice President & General Manager

 

107


Chang Hwa Commercial Bank, Ltd., Los Angeles Branch, as a Revolving Lender
By:  

/s/ Kang Yang

  Name:   Kang Yang
  Title:   Vice President & General Manager

 

108


Manufacturers Bank, as a Tranche A Term Lender
By:  

/s/ Sandy Lee

  Name:   Sandy Lee
  Title:   Vice President

 

109


MANUFACTURERS BANK, as a Lender
By:  

/s/ Sandy Lee

  Name:   Sandy Lee
  Title:   Vice President

 

110


Kingsland III, Ltd., as a Tranche A Term Lender
By:   Kingsland Capital Management, LLC, as Manager
By:  

/s/ Katherine Kim

  Name:   Katherine Kim
  Title:   Authorized Signatory

 

111


Sumitomo Mitsui Trust Bank, Limited, New York Branch, as a Tranche A Term Lender
By:  

/s/ Albert C. Tew II

  Name:   Albert C. Tew II
  Title:   Vice President

 

112


CTBC Bank Co., Ltd., New York Branch, as a Tranche A Term Lender
By:  

/s/ Ralph Wu

  Name:   Ralph Wu
  Title:   SVP & Branch General Manager

 

113


FAR EAST NATIONAL BANK, as a Tranche A Term Lender
By:  

/s/ Mickey Jannol

  Name:   Mickey Jannol
  Title:   Vice President and Manager

 

114


National Penn Bank, as a Tranch A Term Lender
By:  

/s/ Lori L. Meixell

  Name:   Lori L. Meixell
  Title:   Vice President

 

115


Kingsland II, Ltd., as a Tranche A Term Lender
By:   Kingsland Capital Management, LLC, as Manager
By:  

/s/ Katherine Kim

  Name:   Katherine Kim
  Title:   Authorized Signatory

 

116


COMSTOCK FUNDING LTD., as a Tranche A Term Lender
By   Silvermine Capital Management LLC,
As Collateral Manager
By:  

/s/ Aaron Meyer

  Name:   Aaron Meyer
  Title:   Principal

 

117


UNITED COMMUNITY BANK, as a Revolving Lender
By:  

/s/ Dwight Seeley

  Name:   Dwight Seeley
  Title:   Senior Vice President

 

118


BMO HARRIS BANK, N.A., as a Revolving Lender
By:  

/s/ Eric Oppenheimer

  Name:   Eric Oppenheimer
  Title:   Director

 

119


UBS AG, STAMFORD BRANCH, as a Revolving Lender
By:  

/s/ Lana Gifas

  Name:   Lana Gifas
  Title:   Director
By:  

/s/ Jennifer Anderson

  Name:   Jennifer Anderson
  Title:   Associate Director

 

120


Exhibit A

Amended Credit Agreement

See attached.


Exhibit B

Schedules

See attached.


Exhibit C

Amended Collateral Agreement

See attached.