Common use of AGENT AND BANKS Clause in Contracts

AGENT AND BANKS. JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank, who was formerly The Chase Manhattan Bank, who was successor-in-interest by merger to the Chase Bank of Texas, National Association who was formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION), individually as a Bank, as Agent, and as Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Senior Vice President BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President XXXXX FARGO BANK, N.A. (formerly Xxxxx Fargo Bank Texas, National Association) By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 7 AMEGY BANK, N.A. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 8 OBLIGATED PARTY CONSENT Each Obligated Party (i) consents and agrees to this Third Amendment to Third Amended and Restated Credit Agreement; (ii) agrees that the Guaranty, Subsidiary Security Agreement, and the Subsidiary Pledge Agreement to which it is a party shall remain in full force and effect and shall continue to be the legal, valid, and binding obligation of such Obligated Party enforceable against it in accordance with its terms; and (iii) agrees that the “Obligations” as defined in the Agreement as amended hereby (including, without limitation, all obligations, indebtedness, and liabilities arising in connection with the Letters of Credit and the increase in the Revolving Commitments contemplated hereby) are “Obligations” as defined in the Guaranty. OBLIGATED PARTIES: MENTAL HEALTH OUTCOMES, INC. HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, INC. (formerly Specialty Rehab Management, Inc.) HHMC PARTNERS, INC. HORIZON BEHAVIORAL SERVICES, INC. (successor in interest by merger to Horizon Behavioral Services IPA, Inc., Horizon Behavioral Services of New Jersey, Inc., Horizon Behavioral Services of New York, Inc., Horizon Behavioral Services of California, Inc., Employee Assistance Programs International, LLC, Florida Psychiatric Associates, LLC, Horizon Behavioral Services of Florida, LLC, and Occupational Health Consultants of America, Inc.) HMHM OF TENNESSEE, INC. EMPLOYEE ASSISTANCE SERVICES, INC. HHC INDIANA, INC. HHC OHIO, INC. HHC POPLAR SPRINGS, INC. HHC RIVER PARK, INC. HHC SERVICES, LLC HORIZON HEALTH HOSPITAL SERVICES, INC. KIDS BEHAVIORAL HEALTH OF UTAH, INC. KINGWOOD PINES HOSPITAL, LLC PSYCHMANAGEMENT GROUP, INC. SHC-KPH, LP By: Kingwood Pines Hospital, LLC, its general partner HHC AUGUSTA, INC. HHC BERKELEY, INC. HHC XXXXXX INVESTMENT, INC. HHC XXXXXX CITY, INC. HHC OCONEE, INC. HHC SOUTH CAROLINA, INC. HHC ST. XXXXXX, INC. HHC TOLEDO, INC. HHC FOCUS FLORIDA, INC. HHC DELAWARE, INC. By: /s/ Xxxx Xxxxx Xxxx Xxxxx, Authorized Officer for each Obligated Party HHC KINGWOOD INVESTMENT, LLC By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxxx, Xx., Manager EXHIBIT A TO HORIZON HEALTH CORPORATION THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Compliance Certificate EXHIBIT A, Cover Page COMPLIANCE CERTIFICATE for the Fiscal Quarter ending , To: JPMorgan Chase Bank, N.A. 0000 Xxxx Xxxxxx, 0xx. Xxxxx Xxxxxx, XX 00000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: This Compliance Certificate (the “Certificate”) is being delivered pursuant to Section 8.1(c) of that certain Third Amended and Restated Credit Agreement (as amended, the “Agreement”) dated as of June 10, 2005, among the Horizon Health Corporation (“Parent”), Horizon Mental Health Management, Inc. (“Borrower”), the banks and lending institutions named therein (the “Banks”) and JPMorgan Chase Bank, N.A., as agent for the Banks (“Agent”). All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement. All the calculations set forth below shall be made pursuant to the terms of the Agreement. The undersigned, as an authorized financial officer of Parent, and not individually, does hereby certify to the Agents and the Banks that:

AGENT AND BANKS. JPMORGAN CHASE BANK, N.A. BANK (formerly known as JPMorgan Chase Bank, who was formerly The Chase Manhattan Bank, who was successor-in-in- interest by merger to the Chase Bank of Texas, National Association who was formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION), individually as a Bank, as Agent, and as Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. XxxxxxxxXxxxx XxXxxxxx Name: Xxxxx XxXxxxxx, Senior Vice President Title: JPMorgan Chase Bank BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxx Name: X. Xxxxxx Xxxxxx Title: X. Xxxxxx, Senior Vice President XXXXX FARGO BANK, N.A. (formerly Xxxxx Fargo Bank Texas, National Association) By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Vice President WACHOVIA BANKBANK TEXAS, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Xxxxxx Xxxxxx, Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 7 AMEGY BANK, N.A. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 8 OBLIGATED PARTY CONSENT Each Obligated Party (i) consents and agrees to this Third Sixth Amendment to Third Second Amended and Restated Credit Agreement; (ii) agrees that the Guaranty, Subsidiary Security Agreement, and the Subsidiary Pledge Agreement to which it is a party shall remain in full force and effect and shall continue to be the legal, valid, and binding obligation of such Obligated Party enforceable against it in accordance with its terms; and (iii) agrees that the “Obligations” as defined in the Agreement as amended hereby (including, without limitation, all obligations, indebtedness, and liabilities arising in connection with the Letters of Credit and the increase in the Revolving Commitments contemplated hereby) are “Obligations” as defined in the Guaranty; and (iv) agrees that any reference to the “Borrower” in the Guaranty, Subsidiary Security Agreement or Subsidiary Pledge Agreement shall mean Horizon Mental Health Management, Inc. as the “Borrower” hereunder successor by assumption to the obligations of the Parent. OBLIGATED PARTIES: MENTAL HEALTH OUTCOMES, INC. HORIZON HEALTH PHYSICAL REHABILITATION SERVICESSPECIALTY REHAB MANAGEMENT, INC. (formerly Specialty Rehab Management, Inc.) HHMC PARTNERS, INC. HORIZON BEHAVIORAL SERVICES, INC. (successor in interest by merger to Horizon Behavioral Services IPAFLORIDA PSYCHIATRIC ASSOCIATES, Inc.LLC HORIZON BEHAVIORAL SERVICES OF FLORIDA, Horizon Behavioral Services of New JerseyLLC FPMBH OF TEXAS, Inc., Horizon Behavioral Services of New York, Inc., Horizon Behavioral Services of California, Inc., Employee Assistance Programs International, LLC, Florida Psychiatric Associates, LLC, Horizon Behavioral Services of Florida, LLC, and Occupational Health Consultants of America, Inc.) INC. HMHM OF TENNESSEE, INC. OCCUPATIONAL HEALTH CONSULTANTS OF AMERICA, LLC EMPLOYEE ASSISTANCE SERVICES, INC. HHC INDIANAHORIZON BEHAVIORAL SERVICES IPA, INC. HHC OHIOHORIZON BEHAVIORAL SERVICES OF NEW JERSEY, INC. HHC POPLAR SPRINGSHORIZON BEHAVIORAL SERVICES OF NEW YORK, INC. HHC RIVER PARK, INC. HHC SERVICESPROCARE ONE NURSES, LLC HORIZON HEALTH HOSPITAL SERVICES, INC. KIDS BEHAVIORAL HEALTH OF UTAH, INC. KINGWOOD PINES HOSPITALEMPLOYEE ASSISTANCE PROGRAMS INTERNATIONAL, LLC PSYCHMANAGEMENT GROUP, INC. SHC-KPH, LP By: Kingwood Pines Hospital, LLC, its general partner HHC AUGUSTA, INC. HHC BERKELEY, INC. HHC XXXXXX INVESTMENT, INC. HHC XXXXXX CITY, INC. HHC OCONEE, INC. HHC SOUTH CAROLINA, INC. HHC ST. XXXXXX, INC. HHC TOLEDO, INC. HHC FOCUS FLORIDA, INC. HHC DELAWAREINDIANA, INC. By: /s/ Xxxx Xxxxx Xxxx XxxxxXxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx, CFO Authorized Officer for each Obligated Party HHC KINGWOOD INVESTMENT, LLC By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxxx, Xx., Manager EXHIBIT A TO HORIZON HEALTH CORPORATION THIRD SIXTH AMENDMENT TO THIRD SECOND AMENDED AND RESTATED CREDIT AGREEMENT Compliance Certificate EXHIBIT A, Cover Page COMPLIANCE CERTIFICATE for the Fiscal Quarter ending , To: JPMorgan Chase Bank, N.A. 0000 Xxxx Bank X.X. Xxx 000000 Xxxxxx, 0xx. Xxxxx Xxxxxx, XX 00000 00000-0000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: D. Xxxxx Xxxxxx Xxxxx Xxxxx Ladies and Gentlemen: This Compliance Certificate (the “Certificate”) is being delivered pursuant to Section 8.1(c9.1(c) of that certain Third Second Amended and Restated Credit Agreement (as amended, the “Agreement”) dated as of June 10May 23, 20052002, among the Horizon Health Corporation (“Parent”), Horizon Mental Health Management, Inc. (“Borrower”), the banks and lending institutions named therein (the “Banks”) and JPMorgan Chase Bank, N.A., as agent for the Banks (“Agent”). All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement. All the calculations set forth below shall be made pursuant to the terms of the Agreement. The undersigned, as an authorized financial officer of Parent, and not individually, does hereby certify to the Agents and the Banks that:

AGENT AND BANKS. JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank, who was formerly The Chase Manhattan Bank, who was successor-in-interest by merger to the Chase Bank of Texas, National Association who was formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATION), individually as a Bank, as Agent, and as Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Senior Vice President SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 5 BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President XXXXX FARGO BANK, N.A. (formerly Xxxxx Fargo Bank Texas, National Association) By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 7 AMEGY BANK, N.A. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Vice President SUNTRUST BANK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President THIRD SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 8 6 OBLIGATED PARTY CONSENT Each Obligated Party (i) consents and agrees to this Third Second Amendment to Third Amended and Restated Credit Agreement; (ii) agrees that the Guaranty, Subsidiary Security Agreement, and the Subsidiary Pledge Agreement to which it is a party shall remain in full force and effect and shall continue to be the legal, valid, and binding obligation of such Obligated Party enforceable against it in accordance with its terms; and (iii) agrees that the “Obligations” as defined in the Agreement as amended hereby (including, without limitation, all obligations, indebtedness, and liabilities arising in connection with the Letters of Credit and the increase in the Revolving Commitments contemplated hereby) are “Obligations” as defined in the Guaranty. OBLIGATED PARTIES: MENTAL HEALTH OUTCOMES, INC. HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, INC. (formerly Specialty Rehab Management, Inc.) HHMC PARTNERS, INC. HORIZON BEHAVIORAL SERVICES, INC. (successor in interest by merger to Horizon Behavioral Services IPA, Inc., Horizon Behavioral Services of New Jersey, Inc., Horizon Behavioral Services of New York, Inc., Horizon Behavioral Services of California, Inc., Employee Assistance Programs International, LLC, Florida Psychiatric Associates, LLC, Horizon Behavioral Services of Florida, LLC, and Occupational Health Consultants of America, Inc.) HMHM OF TENNESSEE, INC. EMPLOYEE ASSISTANCE SERVICES, INC. HHC INDIANA, INC. HHC OHIO, INC. HHC POPLAR SPRINGS, INC. HHC RIVER PARK, INC. HHC SERVICES, LLC HORIZON HEALTH HOSPITAL SERVICES, INC. KIDS BEHAVIORAL HEALTH OF UTAH, INC. KINGWOOD PINES HOSPITAL, LLC PSYCHMANAGEMENT GROUP, INC. SHC-KPHHHC SERVICES, LP By: Kingwood Pines Hospital, LLC, its general partner HHC AUGUSTA, INC. HHC BERKELEY, INC. HHC XXXXXX INVESTMENT, INC. HHC XXXXXX CITY, INC. HHC OCONEE, INC. HHC SOUTH CAROLINA, INC. HHC ST. XXXXXX, INC. HHC TOLEDO, INC. HHC FOCUS FLORIDA, INC. HHC DELAWARE, INC. LLC By: /s/ Xxxx Xxxxx Xxxx Xxxxx, Xxxxx Authorized Officer for each Obligated Party HHC KINGWOOD INVESTMENT, LLC By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxxx, Xx., Manager EXHIBIT A TO HORIZON HEALTH CORPORATION THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Compliance Certificate EXHIBIT A, Cover Page COMPLIANCE CERTIFICATE for the Fiscal Quarter ending , To: JPMorgan Chase Bank, N.A. 0000 Xxxx Xxxxxx, 0xx. Xxxxx Xxxxxx, XX 00000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: This Compliance Certificate (the “Certificate”) is being delivered pursuant to Section 8.1(c) of that certain Third Amended and Restated Credit Agreement (as amended, the “Agreement”) dated as of June 10, 2005, among the Horizon Health Corporation (“Parent”), Horizon Mental Health Management, Inc. (“Borrower”), the banks and lending institutions named therein (the “Banks”) and JPMorgan Chase Bank, N.A., as agent for the Banks (“Agent”). All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement. All the calculations set forth below shall be made pursuant to the terms of the Agreement. The undersigned, as an authorized financial officer of Parent, and not individually, does hereby certify to the Agents and the Banks that:Party

AGENT AND BANKS. JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank, Bank who was formerly successor in interest by merger to The Chase Manhattan Bank, who was successor-in-interest by merger to the Chase Bank of Texas, National Association who was formerly known as TEXAS COMMERCE BANK NATIONAL ASSOCIATIONTexas Commerce Bank National Association), individually as a Bank, as Agent, Bank and as Issuing Bank Agent By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Senior Vice President Address for Notices: Mail Address: X.X. Xxx 000000 Xxxxxx, Xxxxx 00000-0000 Hand Delivery Address: 0000 Xxxx Xxxxxx 5th Floor Dallas, Texas 75201 Lending Office for Base Rate Accounts and Eurodollar Accounts: 0000 Xxxx Xxxxxx 5th Floor Dallas, Texas 75201 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 73 BANK OF AMERICA, NATIONAL ASSOCIATION N.A. By: /s/ Xxxxxx Xxxxxx Name: X. Xxxxxx Xxxxxx Title: X. Xxxxxx, Senior Vice President Address for Notices: Bank of America, National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxxx X. Xxxxxx Lending Office for Base Rate Accounts and Eurodollar Accounts: 000 Xxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Xxxxx Xxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 74 XXXXX FARGO BANK, N.A. (formerly Xxxxx Fargo Bank Texas, National Association) By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President Address for Notices: Xxxxx Fargo Bank, N.A. 0000 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 280 MAC T5322-020 Xxxxx, Xxxxx 00000 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxxx Xxxxx Lending Office for Base Rate Accounts and Eurodollar Accounts: 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 75 KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxxx NameXxxxxx X. Xxxxxxxx, Senior Vice President Address for Notices: 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx Commons Xxxx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxxxxxx TitleFax No.: Senior Vice President (000) 000-0000 Telephone No.: (000) 000-0000 Lending Office for Base Rate Accounts and Eurodollar Accounts: 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx Xxxxxxx Xxxx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Xxxxxx Xxxxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxx Commons Xxxx Xxxxx Xxxxxx, Xxxxx 00000 Attention: Xxxxxxxxx Xxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 76 WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxx Xxxxxxxxxx Title: Senior Vice President THIRD AMENDMENT TO Address for Notices: 0000 Xxxxxxxx Xxxxx, XXX 000X Xxxxxxx, XX 00000-0000 Attention: Xxxxxxxx Xxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Lending Office for Base Rate Accounts and Eurodollar Accounts: 0000 Xxxxxxxx Xxxxx, XXX 000X Xxxxxxx, XX 00000-0000 Attention: Xxxxxxxx Xxxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Attention: Xxxxxxxx Xxxxx or Xxxxxxx Xxxxx Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 7 77 AMEGY BANK, N.A. BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxxxx NameXxxx Xxxxxxxxx, Vice President Address for Notices: 0000 Xxxx Xxxxxx, Suite 400 Dallas, TX 75201 Fax No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxx Xxxxxxxxx TitleLending Office for Base Rate Accounts and Eurodollar Accounts: Vice President SUNTRUST BANK By0000 Xxxx Xxxxxx, Suite 400 Dallas, TX 75201 Fax No.: /s/ Xxxxxxx X. Xxxxxxx Name(000) 000-0000 Telephone No.: Xxxxxxx X. Xxxxxxx Title(000) 000-0000 Attention: Vice President THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 8 Xxxx Xxxxx OBLIGATED PARTY CONSENT Each Obligated Party (i) consents and agrees to this Third Amendment to Amended and Restated Credit Agreement including, without limitation, Section 13.10 of this Third Amended and Restated Credit Agreement; (ii) agrees that the Guaranty, Subsidiary Security Agreement, and the Subsidiary Pledge Agreement to which it is a party shall remain in full force and effect and shall continue to be the legal, valid, and binding obligation of such Obligated Party enforceable against it in accordance with its terms; and (iii) agrees that the “Obligations” as defined in the Agreement as amended hereby (including, without limitation, all obligations, indebtedness, and liabilities arising in connection with the Letters of Credit and the increase in the Revolving Commitments contemplated hereby) herein are “Obligations” as defined in the Guaranty; and (iv) agrees that any reference to the “Borrower” in the Guaranty, Subsidiary Security Agreement or Subsidiary Pledge Agreement shall mean Horizon Mental Health Management, Inc. as the “Borrower” hereunder successor by assumption to the obligations of the Parent. OBLIGATED PARTIES: MENTAL HEALTH OUTCOMES, INC. HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, INC. (formerly Specialty Rehab Management, Inc.) HHMC PARTNERS, INC. HORIZON BEHAVIORAL SERVICES, INC. (successor in interest by merger to Horizon Behavioral Services IPA, Inc., Horizon Behavioral Services of New Jersey, Inc., Horizon Behavioral Services of New York, Inc., and Horizon Behavioral Services of California, Inc.Inc. ) FLORIDA PSYCHIATRIC ASSOCIATES, Employee Assistance Programs International, LLC, LLC (successor in interest by merger to Florida Psychiatric Associates, LLCInc.) HORIZON BEHAVIORAL SERVICES OF FLORIDA, LLC (as successor in interest by merger to Horizon Behavioral Services of Florida, LLC, and Occupational Health Consultants of America, Inc.) HMHM OF TENNESSEE, INC. OCCUPATIONAL HEALTH CONSULTANTS OF AMERICA, LLC (formerly Occupational Health Consultants of America, Inc.) EMPLOYEE ASSISTANCE SERVICES, INC. PROCARE ONE NURSES, LLC EMPLOYEE ASSISTANCE PROGRAMS INTERNATIONAL, LLC (formerly Employee Assistance Programs International, Inc.) HHC INDIANA, INC. HHC OHIO, INC. HHC POPLAR SPRINGS, INC. HHC RIVER PARK, INC. HHC SERVICES, LLC HORIZON HEALTH HOSPITAL SERVICES, INC. KIDS BEHAVIORAL HEALTH OF UTAH, INC. KINGWOOD PINES HOSPITAL, LLC PSYCHMANAGEMENT GROUP, INC. SHC-KPH, LP By: Kingwood Pines Hospital, LLC, its general partner HHC AUGUSTA, INC. HHC BERKELEY, INC. HHC XXXXXX INVESTMENT, INC. HHC XXXXXX CITY, INC. HHC OCONEE, INC. HHC SOUTH CAROLINA, INC. HHC ST. XXXXXX, INC. HHC TOLEDO, INC. HHC FOCUS FLORIDA, INC. HHC DELAWARE, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx, Xxxxx Authorized Officer for each Obligated Party HHC KINGWOOD INVESTMENT, LLC By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxxx, Xx., Manager EXHIBIT A TO HORIZON HEALTH CORPORATION THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, Page 79 INDEX TO EXHIBITS Exhibit Description of Exhibit A Revolving Note B Assignment and Assumption C Compliance Certificate EXHIBIT A, Cover Page COMPLIANCE CERTIFICATE for the Fiscal Quarter ending , To: JPMorgan Chase Bank, N.A. 0000 Xxxx Xxxxxx, 0xx. Xxxxx Xxxxxx, XX 00000 Fax No.: (000D Increased Commitment Supplement E Loan Change Notice F Letter of Credit Notice INDEX TO SCHEDULES Schedule Description of Schedule 1.1(a) 000-0000 Telephone No.: (000Revolving Commitments 1.1(b) 000-0000 Attention: Xxxxx Xxxxxx Ladies and Gentlemen: This Compliance Certificate (the “Certificate”) is being delivered pursuant to Section 8.1(c) of that certain Third Amended and Restated Credit Agreement (as amended, the “Agreement”) dated as of June 10, 2005, among the Horizon Health Corporation (“Parent”), Horizon Mental Health Management, Inc. (“Borrower”), the banks and lending institutions named therein (the “Banks”) and JPMorgan Chase Bank, N.A., as agent for the Banks (“Agent”). All capitalized terms, unless otherwise defined herein, shall have the same meanings as in the Agreement. All the calculations set forth below shall be made pursuant to the terms of the Agreement. The undersigned, as an authorized financial officer of Parent, and not individually, does hereby certify to the Agents and the Banks that:Security Documents