FIRST SUPPLEMENTAL INDENTURE Dated as of June 3, 2016 to INDENTURE Dated as of August 7, 2014 between UNIVERSAL HEALTH SERVICES, INC. THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO MUFG UNION BANK, N.A., as Trustee and JPMORGAN CHASE BANK, N.A.,...
Exhibit 4.1
EXECUTION VERSION
Dated as of June 3, 2016
to
INDENTURE
Dated as of August 7, 2014
between
UNIVERSAL HEALTH SERVICES, INC.
THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO
MUFG UNION BANK, N.A.,
as Trustee
and
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 3, 2016, among Universal Health Services, Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto, MUFG Union Bank, N.A., solely in its capacity as trustee (the “Trustee”), and JPMorgan Chase Bank, N.A., as Collateral Agent. Capitalized terms used but not defined herein have the meanings assigned thereto in the Indenture (as defined herein).
W I T N E S S E T H
WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the Trustee an indenture (as supplemented hereby, the “Indenture”), dated as of August 7, 2014; providing for the issuance of $300,000,000 aggregate principal amount of 4.750% Senior Secured Notes due 2022 (the “2022 Initial Notes”), which Indenture further provides that an unlimited aggregate principal amount of such Notes may be authenticated and delivered thereunder;
WHEREAS, Section 2.01 of the Indenture provides that Additional Notes ranking pari passu with the 2022 Initial Notes may be created and issued from time to time by the Issuer (subject to the Issuer’s compliance with other provisions of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the 2022 Initial Notes and shall have the same terms as to status, redemption or otherwise as the 2022 Initial Notes (other than the issue date, the issue price and the first interest payment date); and
WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing $400,000,000 aggregate principal amount of Additional Notes, having terms substantially identical in all material respects to the 2022 Initial Notes (together with the 2022 Initial Notes, the “2022 Notes”); and
WHEREAS, pursuant to Section 9.01(b) 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 of the Notes as follows:
1. Additional Notes. As of the date hereof, the Issuer will issue the Additional Notes under the Indenture, having terms substantially identical in all material respects to the 2022 Initial Notes, other than the issue date, the issue price and the first interest payment date. The Additional Notes shall be sold initially at an issue price of 101.500% of the principal amount, plus accrued and unpaid interest, if any, from February 1, 2016 to the date of issuance of the Additional Notes. The first interest payment date on the Additional Notes shall be August 1, 2016. The Additional Notes will be fungible with, have the same CUSIP and ISIN numbers as, and vote together with the 2022 Initial Notes as a single series under the Indenture immediately upon the date of the issuance of the Additional Notes (except that for the first 40 days after their issuance, any Additional Notes issued pursuant to Regulation S under the Securities Act will have temporary CUSIP and ISIN numbers).
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2. Authentication of Additional Notes. The Trustee shall, pursuant to an Authentication Order delivered in accordance with Section 2.02 of the Indenture, authenticate and deliver the Additional Notes for an aggregate principal amount specified in such Authentication Order.
3. Confirmation of Liens. Each of the Issuer and the Guarantors hereby acknowledges that liens and security interests on the collateral described in the Amended and Restated Collateral Agreement, dated as of August 7, 2014, by and among the Issuer, the subsidiary grantors named therein, the Collateral Agent and the Authorized Representatives, as the same may be further amended, restated or modified from time to time (the “Amended and Restated Collateral Agreement”), are granted for the benefit of the Trustee and the Holders of the Additional Notes pursuant to the Amended and Restated Collateral Agreement to secure the payment of principal and interest and all other amounts due and owing pursuant to the terms of the Notes on an equal and ratable basis as described in the Amended and Restated Collateral Agreement and confirms that all of the liens and security interests created and arising under the Amended and Restated Collateral Agreement remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged.
4. Amendment to the Indenture. Pursuant to Section 9.01(a) of the Indenture, the Indenture is hereby amended to include the following definition:
“Reference Treasury Dealer” means each of X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx, Sachs & Co., SunTrust Xxxxxxxx Xxxxxxxx, Inc., Credit Agricole Securities (USA) Inc., Xxxxx Fargo Securities LLC and each of their respective successors and any other nationally recognized investment banking firm that is a primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”) appointed from time to time by the Issuer; provided that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Issuer shall substitute for such entity another nationally recognized investment banking firm that is a Primary Treasury Dealer.
For the avoidance of doubt, the amendment described above shall apply to all Notes issued under the Indenture, including but not limited to the 2022 Initial Notes, the Additional Notes, and the 2019 Notes.
5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is 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.
6. Governance. This Supplemental Indenture is executed and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the jurisdiction that governs the Indenture and its construction.
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7. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes, but such counterparts shall together be deemed to constitute but one and the same instrument.
8. No Personal Liability of Directors, Officers, Employers, Members, Partners and Stockholders. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor shall have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Guarantees, this Indenture or the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
9. Notices. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Supplemental Indenture may refer to the Indenture without making specific reference to this Supplemental Indenture, but nevertheless all such references shall include this Supplemental Indenture unless the context otherwise requires.
10. Effectiveness. This Supplemental Indenture shall be deemed to have become effective upon the date first written above.
11. Conflict. In the event of a conflict between the terms of this Supplemental Indenture and the Indenture, this Supplemental Indenture shall control.
12. Sufficiency. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recital contained herein, all of which recitals are made solely by the Issuer.
[Remainder of Page Intentionally Blank, Signature Pages Follow]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the day and year first set forth above.
| UNIVERSAL HEALTH SERVICES, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxx | |
| Title: | Vice President and Treasurer | |
[Signature Page to First Supplemental Indenture]
| MUFG UNION BANK, N.A., as Trustee | ||
| By: | /s/ Xxxxxxxx Xxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxx | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| ASCEND HEALTH CORPORATION ASSOCIATED CHILD CARE EDUCATIONAL SERVICES, INC. CCS/LANSING, INC. CHILDREN’S COMPREHENSIVE SERVICES, INC. DEL AMO HOSPITAL, INC. FRONTLINE BEHAVIORAL HEALTH, INC. LANCASTER HOSPITAL CORPORATION MCALLEN MEDICAL CENTER, INC. MERION BUILDING MANAGEMENT, INC. MERRIDELL ACHIEVEMENT CENTER, INC. NORTHWEST TEXAS HEALTHCARE SYSTEM, INC. OAK PLAINS ACADEMY OF TENNESSEE, INC. PARK HEALTHCARE COMPANY PENNSYLVANIA CLINICAL SCHOOLS, INC. PSI SURETY, INC. RIVER OAKS, INC. SOUTHEASTERN HOSPITAL CORPORATION SPARKS FAMILY HOSPITAL, INC. STONINGTON BEHAVIORAL HEALTH, INC. TEMECULA VALLEY HOSPITAL, INC. THE XXXXXX, INC. TWO RIVERS PSYCHIATRIC HOSPITAL, INC. UHS CHILDREN’S SERVICES, INC. |
UHS OF HAMPTON, INC. UHS OF XXXXXXXXX, INC. UHS OF LAKESIDE, LLC UHS OF OKLAHOMA, INC. UHS OF PARKWOOD, INC. UHS OF PENNSYLVANIA, INC. UHS OF PROVO CANYON, INC. UHS OF PUERTO RICO, INC. UHS OF RIVER PARISHES, INC. UHS OF SPRING MOUNTAIN, INC. UHS OF TEXOMA, INC. UHS OF TIMBERLAWN, INC. UHS OF TIMPANOGOS, INC. UHS OF WESTWOOD PEMBROKE, INC. UHS OF WYOMING, INC. UHS SAHARA, INC. UHS-CORONA, INC. UNITED HEALTHCARE OF XXXXXX, INC. UNIVERSAL HEALTH SERVICES OF PALMDALE, INC. UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC. VALLEY HOSPITAL MEDICAL CENTER, INC. WELLINGTON REGIONAL MEDICAL CENTER, INCORPORATED WISCONSIN AVENUE PSYCHIATRIC CENTER, INC. | |||||
| UHS HOLDING COMPANY, INC. UHS OF CORNERSTONE, INC. |
By: |
/s/ Xxxxx Filton | ||||
| UHS OF CORNERSTONE HOLDINGS, INC. | Name: | Xxxxx Filton | ||||
| UHS OF D.C., INC. | Title: | Vice President | ||||
| UHS OF DELAWARE, INC. | ||||||
| UHS OF DENVER, INC. | ||||||
| UHS OF FAIRMOUNT, INC. | ||||||
| UHS OF XXXXXX, INC. | ||||||
| UHS OF GEORGIA, INC. | ||||||
| UHS OF GEORGIA HOLDINGS, INC. | ||||||
[Signature Page to First Supplemental Indenture]
| ABS LINCS SC, INC. ABS LINCS VA, INC. ALLIANCE HEALTH CENTER, INC. ALTERNATIVE BEHAVIORAL SERVICES, INC. BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC. BHC ALHAMBRA HOSPITAL, INC. BHC BELMONT PINES HOSPITAL, INC. BHC FAIRFAX HOSPITAL, INC. BHC FOX RUN HOSPITAL, INC. BHC FREMONT HOSPITAL, INC. BHC HEALTH SERVICES OF NEVADA, INC. BHC HERITAGE OAKS HOSPITAL, INC. BHC HOLDINGS, INC. BHC INTERMOUNTAIN HOSPITAL, INC. BHC MONTEVISTA HOSPITAL, INC. |
KIDS BEHAVIORAL HEALTH OF UTAH, INC. XXXXXX XXXX BEHAVIORAL HEALTH CENTER, INC. MICHIGAN PSYCHIATRIC SERVICES, INC. NORTH SPRING BEHAVIORAL HEALTHCARE, INC. PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC. PREMIER BEHAVIORAL SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC. RAMSAY YOUTH SERVICES OF GEORGIA, INC. RIVEREDGE HOSPITAL HOLDINGS, INC. SPRINGFIELD HOSPITAL, INC. SUMMIT OAKS HOSPITAL, INC. TEXAS HOSPITAL HOLDINGS, INC. WINDMOOR HEALTHCARE INC. WINDMOOR HEALTHCARE OF PINELLAS PARK, INC. | |||||
| BHC PINNACLE POINTE HOSPITAL, INC. | ||||||
| BHC SIERRA VISTA HOSPITAL, INC. | By: | /s/ Xxxxx Filton | ||||
| BHC STREAMWOOD HOSPITAL, INC. | Name: | Xxxxx Filton | ||||
| BRENTWOOD ACQUISITION, INC. | Title: | Vice President | ||||
| BRENTWOOD ACQUISITION - SHREVEPORT, INC. | ||||||
| XXXXX XXXX HOSPITAL, INC. | ||||||
| CANYON RIDGE HOSPITAL, INC. | ||||||
| CALVARY CENTER, INC. | ||||||
| CEDAR SPRINGS HOSPITAL, INC. | ||||||
| FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH | ||||||
| FORT LAUDERDALE HOSPITAL, INC. | ||||||
| FRN, 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 XXXXXX INVESTMENT, INC. | ||||||
| HHC DELAWARE, INC. | ||||||
| HHC INDIANA, INC. | ||||||
| HHC OHIO, INC. | ||||||
| HHC RIVER PARK, INC. | ||||||
| HHC SOUTH CAROLINA, INC. | ||||||
| HHC ST. XXXXXX, INC. | ||||||
| HORIZON HEALTH AUSTIN, INC. | ||||||
| HORIZON HEALTH CORPORATION | ||||||
| HSA HILL CREST CORPORATION | ||||||
[Signature Page to First Supplemental Indenture]
| AIKEN REGIONAL MEDICAL CENTERS, LLC | ||
| DHP 2131 K ST, LLC | ||
| LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC | ||
| TENNESSEE CLINICAL SCHOOLS, LLC | ||
| THE BRIDGEWAY, LLC | ||
| TURNING POINT CARE CENTER, LLC | ||
| UHS OF XXXXXX, LLC | ||
| UHS OF BOWLING GREEN, LLC | ||
| UHS OF GREENVILLE, LLC | ||
| UHS OF PHOENIX, LLC | ||
| UHS OF RIDGE, LLC | ||
| UHS OF ROCKFORD, LLC | ||
| UHS OF TUCSON, LLC | ||
| UHS SUB III, LLC | ||
| UHSD, LLC | ||
| By: Universal Health Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Senior Vice President | |
[Signature Page to First Supplemental Indenture]
| FORT XXXXXX MEDICAL CENTER, L.P. | ||
| By: Fort Xxxxxx Medical Center, Inc. | ||
| Its general partner | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| FRONTLINE HOSPITAL, LLC | ||
| FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC | ||
| By: Frontline Behavioral Health, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| KEYS GROUP HOLDINGS LLC | ||
| By: UHS Children Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| KEYSTONE XXXXXX, 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| MANATEE MEMORIAL HOSPITAL, L.P. | ||
| By: Wellington Regional Medical Center, Incorporated | ||
| Its general partner | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| MCALLEN HOSPITALS, L.P. | ||
| By: McAllen Medical Center, Inc. | ||
| Its general partner | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| XXXXXXXXX METHODIST HOSPITAL, L.L.C. | ||
| By: UHS of River Parishes, Inc. | ||
| Its managing member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| UHS KENTUCKY HOLDINGS, L.L.C. | ||
| By: UHS of Delaware, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
| By: UHS of Georgia Holdings, Inc. | ||
| Its limited partner | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| UHS OF CENTENNIAL PEAKS, L.L.C. | ||
| By: UHS of Denver, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Senior Vice President | |
[Signature Page to First Supplemental Indenture]
| UHS OF DOYLESTOWN, L.L.C. | ||
| By: UHS of Pennsylvania, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| UHS OF SALT LAKE CITY, L.L.C. | ||
| By: UHS of Provo Canyon, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| UHS OF SAVANNAH, L.L.C. | ||
| By: UHS of Georgia Holdings, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| UHS OF SUMMITRIDGE, LLC | ||
| By: UHS of Peachford, L.P. | ||
| Its managing member | ||
| By: UHS of Georgia, Inc. | ||
| Its general partner | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| PSYCHIATRIC SOLUTIONS HOSPITALS, LLC | ||
| By: Psychiatric Solutions, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| DIAMOND GROVE CENTER, LLC | ||
| KMI ACQUISITION, LLC | ||
| LIBERTY POINT BEHAVIORAL HEALTHCARE, 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| THE NATIONAL DEAF ACADEMY, LLC | ||
| By: Zeus Endeavors, LLC | ||
| Its Sole Member | ||
| By: Premier Behavioral Solutions, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| WILLOW SPRINGS, LLC | ||
| By: BHC Health Services of Nevada, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| BHC PROPERTIES, LLC | ||
| By: Behavioral Healthcare LLC | ||
| Its Sole Member | ||
| By: BHC Holdings, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| XXXXX XXXX HOSPITAL, LLC | ||
| By: Behavioral Healthcare LLC | ||
| Its Sole Member | ||
| By: BHC Holdings, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| COLUMBUS HOSPITAL PARTNERS, LLC | ||
| LEBANON HOSPITAL PARTNERS, LLC | ||
| NORTHERN INDIANA PARTNERS, LLC | ||
| XXXXX VISTA HOSPITAL PARTNERS, LLC | ||
| By: Behavioral Healthcare LLC | ||
| Its Sole Member | ||
| By: BHC Holdings, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| XXXXX 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: Xxxxx 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| XXXXXXXXX REGIONAL HOSPITAL ACQUISITION, LLC | ||
| By: Xxxxxxxxx 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| BEHAVIORAL HEALTHCARE, LLC | ||
| By: BHC Holdings, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| HORIZON HEALTH HOSPITAL SERVICES, LLC | ||
| HORIZON MENTAL HEALTH MANAGEMENT, LLC | ||
| SUNSTONE BEHAVIORAL HEALTH, LLC | ||
| By: Horizon Health Corporation | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| HHC PENNSYLVANIA, LLC | ||
| HHC POPLAR SPRINGS, LLC | ||
| KINGWOOD PINES HOSPITAL, LLC | ||
| TOLEDO HOLDING CO., LLC | ||
| By: Horizon Health Hospital Services, LLC | ||
| Its Sole Member | ||
| By: Horizon Health Corporation | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| HICKORY TRAIL HOSPITAL, L.P. | ||
| NEURO INSTITUTE OF AUSTIN, L.P. | ||
| TEXAS CYPRESS CREEK HOSPITAL, L.P. | ||
| TEXAS XXXXXX XXXXX 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| H.C. PARTNERSHIP | ||
| By: H.C. Corporation | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
| By: HSA Hill Crest Corporation | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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: Xxxxx 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| XXXXXX XXXXXX OF FLORIDA, LLC | ||
| By: Horizon Health Hospital Services, LLC | ||
| Its sole member | ||
| By: Horizon Health Corporation | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| UHS OF NEW ORLEANS, LLC | ||
| UHSL, LLC | ||
| By: UHS of Delaware, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Senior Vice President | |
[Signature Page to First Supplemental Indenture]
| INDEPENDENCE PHYSICIAN MANAGEMENT, LLC | ||
| By: UHS of Fairmount, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First 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/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| GARFIELD PARK HOSPITAL, LLC | ||
| By: UHS of Xxxxxxxxx, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| ABS LINCS KY, LLC | ||
| XXXXXX CENTER, LLC | ||
| By: Alternative Behavioral Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| MILLWOOD HOSPITAL, L.P. | ||
| By: Texas Hospital Holdings, LLC | ||
| Its general partner | ||
| By: Psychiatric Solutions Hospitals, LLC | ||
| Its general partner | ||
| By: Psychiatric Solutions, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
| VALLEY HEALTH SYSTEM LLC | ||
| By: Valley Hospital Medical Center, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| UHP LP | ||
| By: Island 77 LLC | ||
| Its general partner | ||
| By: Ascend Health Corporation | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| BEACH 77 LP | ||
| By: 0000 X. Xxxxxxxxxx Properties, LLC | ||
| Its general partner | ||
| By: Ascend Health Corporation | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
