SUPPLEMENTAL INDENTURE

 

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

 

W I T N E S S E T H

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

ARTICLE 1

 

 

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

 

 

 

 

ARTICLE 2

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

ARTICLE 3

 

 

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

 

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

 

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

 

 

ARTICLE 4

 

 

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

 

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

 

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

 

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

 

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

 

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

 

[Signature page follows]

 

 

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