ADDITIONAL AUTHORIZED REPRESENTATIVE JOINDER AGREEMENT, dated as of June 3, 2016 (this “Joinder Agreement”), among the Additional Authorized Representative (as defined below), the Existing Authorized Representative (as defined below), Universal Health...
Exhibit 4.3
ADDITIONAL AUTHORIZED REPRESENTATIVE JOINDER AGREEMENT, dated as of June 3, 2016 (this “Joinder Agreement”), among the Additional Authorized Representative (as defined below), the Existing Authorized Representative (as defined below), Universal Health Services, Inc. (the “Borrower”), the other Grantors party hereto, and JPMorgan Chase Bank, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”), as collateral agent for the Secured Parties.
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated Collateral Agreement, dated as of August 7, 2014, by and among the Borrower, the other Grantors party thereto, the Authorized Representatives and Collateral Agent (as amended, restated, modified, and/or supplemented from time to time, the “Collateral Agreement”).
The Companies and the other Grantors propose to issue or incur “Additional Lien Obligations” designated by the Borrower as such in accordance with Section 9 of the Collateral Agreement in an officers’ certificate delivered concurrently herewith to the Collateral Agent and the Authorized Representatives (the “Additional Lien Obligations”).
The Person identified in the signature pages hereto as the “Additional Authorized Representative” (the “Additional Authorized Representative”) will serve as the administrative agent, trustee or a similar representative for the holders of the Additional Lien Obligations with respect to the Borrower’s 5.000% Senior Secured Notes due 2026 (such holders constituting “Additional Lien Secured Parties”).
The Additional Authorized Representative wishes, in accordance with the provisions of the Collateral Agreement, to become a party to the Collateral Agreement and to acquire and undertake, for itself and on behalf of such Additional Lien Secured Parties, the rights and obligations of an “Additional Authorized Representative” and “Secured Parties” thereunder.
The 2014 Trustee, as Authorized Representative for the existing 2022 Senior Notes and existing holders of the 2022 Senior Notes (in such capacity, the “Existing Authorized Representative”) wishes to confirm that it will act in such capacity for the holders of the additional 2022 Senior Notes being issued on the date hereof (the “Additional 2022 Senior Notes”).
Accordingly, the Additional Authorized Representative (for itself and on behalf of its Additional Lien Secured Parties), the Existing Authorized Representative (for itself and the holders of the 2022 Senior Notes), the Borrower and the other Grantors agree as follows, for the benefit of the Collateral Agent, the existing Authorized Representatives and the existing Secured Parties:
SECTION 1.01. Accession to the Collateral Agreement. The Additional Authorized Representative hereby (a) accedes and becomes a party to the Collateral Agreement as an “Additional Authorized Representative,” (b) agrees, for itself and on behalf of its Additional Lien Secured Parties, to all the terms and provisions of the Collateral Agreement and (c) acknowledges and agrees that (i) the Additional Lien Obligations with respect to the Borrower’s 5.000% Senior Secured Notes due 2026 and Liens on any Common Collateral securing the same shall be subject to the provisions of the Collateral Agreement and (ii) the Additional Authorized Representative and such Additional Lien Secured Parties shall have the rights and obligations specified under the Collateral Agreement with respect to an “Authorized Representative” or a “Secured Party,” and shall be subject to and bound by the provisions of the Collateral Agreement.
SECTION 1.02. Representations and Warranties of the Additional Authorized Representative. The Additional Authorized Representative represents and warrants to the Collateral
Agent, the existing Authorized Representatives and the existing Secured Parties that (a) it has full power and authority to enter into this Joinder Agreement, in its capacity as the Additional Authorized Representative, (b) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, and (c) the Additional Lien Documents relating to the Additional Lien Obligations with respect to the Borrower’s 5.000% Senior Secured Notes due 2026 provide that, upon the Additional Authorized Representative’s execution and delivery of this Joinder Agreement, (i) such Additional Lien Obligations and liens on any Common Collateral securing the same shall be subject to the provisions of the Collateral Agreement and (ii) the Additional Authorized Representative and its Additional Lien Secured Parties shall have the rights and obligations specified therefor under, and shall be subject to and bound by the provisions of, the Collateral Agreement.
SECTION 1.03. Confirmation of Existing Authorized Representative. By signing below, the Existing Authorized Representative agrees and confirms that (i) it is acting as Authorized Representative on behalf of the Additional 2022 Senior Notes and the holders of the Additional 2022 Senior Notes on the same basis that it is so acting for the existing 2022 Senior Notes and existing holders of the existing 2022 Senior Notes and (ii) the Additional 2022 Senior Notes shall be “2022 Senior Notes” under the Collateral Agreement and shall be subject to the same terms and provisions as the existing “2022 Senior Notes” under the Collateral Agreement. For the avoidance of doubt, the Existing Authorized Representative agrees and confirms that the Additional 2022 Senior Notes shall form a single class and shall constitute the same “Series” as the existing 2022 Senior Notes for all purposes under the Collateral Agreement and the 2014 Indenture.
SECTION 1.04. Parties in Interest. This Joinder Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Secured Parties, all of whom are intended to be bound by, and to be third-party beneficiaries of, this Agreement.
SECTION 1.05. Counterparts. This Joinder Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Joinder Agreement.
SECTION 1.06. Governing Law. This Joinder Agreement shall be construed in accordance with and governed by the law of the State of New York.
SECTION 1.07. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 8.2 of the Collateral Agreement. All communications and notices hereunder to the Additional Authorized Representative shall be given to it at the address set forth under its signature hereto, which information supplements Section 8.2 to the Collateral Agreement.
SECTION 1.08. Expenses. The Borrower and the other Grantors, jointly and severally, agree to reimburse the Collateral Agent and each of the Authorized Representatives for its reasonable out-of-pocket expenses in connection with this Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent and any of the Authorized Representatives.
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IN WITNESS WHEREOF, the Additional Authorized Representative, the Existing Authorized Representative, the Borrower and the other Grantors have duly executed this Joinder Agreement to the Collateral Agreement as of the day and year first above written.
| Additional Authorized Representative: | ||
| MUFG UNION BANK, N.A., AS 2016 TRUSTEE AND AUTHORIZED REPRESENTATIVE FOR THE HOLDERS OF THE 2026 SENIOR NOTES, AND AS ADDITIONAL AUTHORIZED REPRESENTATIVE, | ||
| By: | /s/ Xxxxxxxx Xxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxx | |
| Title: | Vice President | |
| Address for notices: | ||
| MUFG Union Bank, N.A. | ||
| 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| attention of: Xxxxxxxx Xxxxxxx | ||
| Facsimile: (000) 000-0000 | ||
| Existing Authorized Representative: | ||
| MUFG UNION BANK, N.A., AS 2014 TRUSTEE AND AUTHORIZED REPRESENTATIVE FOR THE HOLDERS OF THE 2022 SENIOR NOTES, | ||
| By: | /s/ Xxxxxxxx Xxxxxxx | |
| Name: | Xxxxxxxx Xxxxxxx | |
| Title: | Vice President | |
| JPMORGAN CHASE BANK, N.A., AS | ||
| COLLATERAL AGENT | ||
| By: | /s/ Xxxx Xxx Xxx | |
| Name: | Xxxx Xxx Xxx | |
| Title: | Executive Director | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| UNIVERSAL HEALTH SERVICES, INC. | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Senior Vice President | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| ASCEND HEALTH CORPORATION | UHS OF HAMPTON, INC. | |||
| ASSOCIATED CHILD CARE EDUCATIONAL SERVICES, INC. | UHS OF XXXXXXXXX, INC. | |||
| CCS/LANSING, INC. | UHS OF LAKESIDE, LLC | |||
| CHILDREN’S COMPREHENSIVE SERVICES, INC. | UHS OF OKLAHOMA, INC. | |||
| DEL AMO HOSPITAL, INC. | UHS OF PARKWOOD, INC. | |||
| FRONTLINE BEHAVIORAL HEALTH, INC. | UHS OF PENNSYLVANIA, INC. | |||
| LANCASTER HOSPITAL CORPORATION | UHS OF PROVO CANYON, INC. | |||
| MCALLEN MEDICAL CENTER, INC. | UHS OF PUERTO RICO, INC. | |||
| MERION BUILDING MANAGEMENT, INC. | UHS OF RIVER PARISHES, INC. | |||
| MERRIDELL ACHIEVEMENT CENTER, INC. | UHS OF SPRING MOUNTAIN, INC. | |||
| NORTHWEST TEXAS HEALTHCARE SYSTEM, INC. | UHS OF TEXOMA, INC. | |||
| OAK PLAINS ACADEMY OF TENNESSEE, INC. | UHS OF TIMBERLAWN, INC. | |||
| PARK HEALTHCARE COMPANY | UHS OF TIMPANOGOS, INC. | |||
| PENNSYLVANIA CLINICAL SCHOOLS, INC. | UHS OF WESTWOOD PEMBROKE, INC. | |||
| PSI SURETY, INC. | UHS OF WYOMING, INC. | |||
| RIVER OAKS, INC. | UHS SAHARA, INC. | |||
| SOUTHEASTERN HOSPITAL CORPORATION | UHS-CORONA, INC. | |||
| SPARKS FAMILY HOSPITAL, INC. | UNITED HEALTHCARE OF XXXXXX, INC. | |||
| STONINGTON BEHAVIORAL HEALTH, INC. | UNIVERSAL HEALTH SERVICES OF PALMDALE, INC. | |||
| TEMECULA VALLEY HOSPITAL, INC. | UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC. | |||
| THE XXXXXX, INC. | VALLEY HOSPITAL MEDICAL CENTER, INC. | |||
| TWO RIVERS PSYCHIATRIC HOSPITAL, INC. | WELLINGTON REGIONAL MEDICAL CENTER, INCORPORATED | |||
| UHS CHILDREN’S SERVICES, INC. | 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 for Additional Authorized Representative Joinder Agreement]
| ABS LINCS SC, INC. | KIDS BEHAVIORAL HEALTH OF UTAH, INC. | |||
| ABS LINCS VA, INC. | XXXXXX XXXX BEHAVIORAL HEALTH CENTER, INC. | |||
| ALLIANCE HEALTH CENTER, INC. | MICHIGAN PSYCHIATRIC SERVICES, INC. | |||
| ALTERNATIVE BEHAVIORAL SERVICES, INC. | NORTH SPRING BEHAVIORAL HEALTHCARE, INC. | |||
| BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC. | PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC. | |||
| BHC ALHAMBRA HOSPITAL, INC. | PREMIER BEHAVIORAL SOLUTIONS, INC. | |||
| BHC BELMONT PINES HOSPITAL, INC. | PSYCHIATRIC SOLUTIONS, INC. | |||
| BHC FAIRFAX HOSPITAL, INC. | PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC. | |||
| BHC FOX RUN HOSPITAL, INC. | RAMSAY YOUTH SERVICES OF GEORGIA, INC. | |||
| BHC FREMONT HOSPITAL, INC. | RIVEREDGE HOSPITAL HOLDINGS, INC. | |||
| BHC HEALTH SERVICES OF NEVADA, INC. | SPRINGFIELD HOSPITAL, INC. | |||
| BHC HERITAGE OAKS HOSPITAL, INC. | SUMMIT OAKS HOSPITAL, INC. | |||
| BHC HOLDINGS, INC. | TEXAS HOSPITAL HOLDINGS, INC. | |||
| BHC INTERMOUNTAIN HOSPITAL, INC. | WINDMOOR HEALTHCARE INC. | |||
| BHC MONTEVISTA HOSPITAL, 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| KEYS GROUP HOLDINGS LLC | ||
| By: UHS Children Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| MCALLEN HOSPITALS, L.P. | ||
| By: McAllen Medical Center, Inc. | ||
| Its general partner | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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: | Vice President | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| PSYCHIATRIC SOLUTIONS HOSPITALS, LLC | ||
| By: Psychiatric Solutions, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| BEHAVIORAL HEALTHCARE, LLC | ||
| By: BHC Holdings, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| KINGWOOD PINES HOSPITAL, LLC | ||
| HHC PENNSYLVANIA, LLC | ||
| HHC POPLAR SPRINGS, 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| INDEPENDENCE PHYSICIAN MANAGEMENT, LLC | ||
| By: UHS of Fairmount, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| GARFIELD PARK HOSPITAL, LLC | ||
| By: UHS of Xxxxxxxxx, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Filton | |
| Name: | Xxxxx Filton | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
| 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 for Additional Authorized Representative Joinder Agreement]
