ADDITIONAL AUTHORIZED REPRESENTATIVE JOINDER AGREEMENT, dated as of September 26, 2024 (this “Joinder Agreement”), among the Additional Authorized Representative (as defined below), Universal Health Services, Inc. (the “Borrower”), the other Grantors...
Exhibit 4.5
Execution Version
ADDITIONAL AUTHORIZED REPRESENTATIVE JOINDER AGREEMENT, dated as of September 26, 2024 (this “Joinder Agreement”), among the Additional 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 and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
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, as supplemented by the Additional Authorized Representative Xxxxxxx Agreement dated June 3, 2016, the Additional Authorized Representative Xxxxxxx Agreement dated September 21, 2020 and the Additional Authorized Representative Xxxxxxx Agreement dated August 24, 2021, 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”).
Pursuant to the Indenture dated as of September 26, 2024 (the “Base Indenture”) among the Borrower, U.S. Bank Trust Company, National Association, as Trustee (the “2024 Trustee”), and the Collateral Agent, as supplemented by the First Supplemental Indenture dated as of September 26, 2024 (together with the Base Indenture, the “Indenture”), the 2024 Trustee (the “Additional Authorized Representative”) will serve as trustee for the holders of the Additional Lien Obligations with respect to the Borrower’s 4.625% Senior Secured Notes due 2029 (the “2029 Senior Notes”) and 5.050% Senior Secured Notes due 2034 (together with the 2029 Senior Notes, the “New Senior Notes” with 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.
Accordingly, the Additional Authorized Representative (for itself and on behalf of its Additional Lien Secured Parties), 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 New Senior Notes, and Xxxxx 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 New Senior Notes 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. 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 1.04. 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 1.05. Governing Law. This Joinder Agreement shall be construed in accordance with and governed by the law of the State of New York.
SECTION 1.06. 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 1.07. 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.
SECTION 1.08. 2024 Trustee. In acting under the Collateral Agreement, the 2024 Trustee shall be afforded all of the rights, duties, protections, indemnities, immunities and privileges afforded to the 2024 Trustee under the Indenture.
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IN WITNESS WHEREOF, the Additional Authorized Representative, the Collateral Agent, the Administrative Agent, 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: | ||||
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS 2024 TRUSTEE AND AUTHORIZED REPRESENTATIVE FOR THE HOLDERS OF THE NEW SENIOR NOTES | ||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: Xxxxxxx X. Xxxx | ||||
| Title: Vice President | ||||
| Address for notices: | ||
| U.S. Bank Trust Company, National Association | ||
| 00 X. 00xx Xxxxxx, Xxxxx 0000 | ||
| Philadelphia, PA 19102 | ||
| Attention of: Xxxxxxx X. Xxxx | ||
| E-mail: xxxxxxx.xxxx@xxxxxx.xxx | ||
| Telephone: (000) 000-0000 | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| Acknowledged and Agreed: | ||
| JPMORGAN CHASE BANK, N.A., AS COLLATERAL AGENT | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Vice President | ||
| JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| Grantors: | ||
| UNIVERSAL HEALTH SERVICES, INC. | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Executive Vice President, Chief Financial Officer and Secretary | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| UHS OF DELAWARE, INC. | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Executive Vice President and Chief Financial Officer | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
LANCASTER HOSPITAL CORPORATION
MERION BUILDING MANAGEMENT, INC.
NORTHWEST TEXAS HEALTHCARE SYSTEM, INC.
UHS HOLDING COMPANY, INC.
UHS OF CORNERSTONE, INC.
UHS OF CORNERSTONE HOLDINGS, INC.
UHS OF D.C., INC.
UHS-CORONA, INC.
UNIVERSAL HEALTH SERVICES OF PALMDALE, INC.
VALLEY HOSPITAL MEDICAL CENTER, INC.
MCALLEN MEDICAL CENTER, INC.
SPARKS FAMILY HOSPITAL, INC.
UHS OF RIVER PARISHES, INC.
UHS OF TEXOMA, INC.
UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC.
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
ABS LINCS SC, INC.
ALLIANCE HEALTH CENTER, INC.
ALTERNATIVE BEHAVIORAL SERVICES, INC.
ASCEND HEALTH CORPORATION
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.
BHC SIERRA VISTA HOSPITAL, INC.
BHC STREAMWOOD HOSPITAL, INC.
BRENTWOOD ACQUISITION, INC.
BRENTWOOD ACQUISITION—SHREVEPORT, INC.
XXXXX XXXX HOSPITAL, INC.
CALVARY CENTER, INC.
CANYON RIDGE HOSPITAL, INC.
CCS/LANSING, INC.
CEDAR SPRINGS HOSPITAL, INC.
CHILDREN’S COMPREHENSIVE SERVICES, INC.
DEL AMO HOSPITAL, INC.
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH
FORT LAUDERDALE HOSPITAL, INC.
FRN, INC.
FRONTLINE BEHAVIORAL HEALTH, 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 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
KIDS BEHAVIORAL HEALTH OF UTAH, INC.
XXXXXX XXXX BEHAVIORAL HEALTH CENTER, INC.
MERIDELL ACHIEVEMENT CENTER, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
NORTH SPRING BEHAVIORAL HEALTHCARE, INC.
OAK PLAINS ACADEMY OF TENNESSEE, INC.
PARK HEALTHCARE COMPANY
PENNSYLVANIA CLINICAL SCHOOLS, INC.
PREMIER BEHAVIORAL SOLUTIONS, INC.
PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.
PSYCHIATRIC SOLUTIONS, INC.
PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
RIVER OAKS, INC.
RIVEREDGE HOSPITAL HOLDINGS, INC.
SOUTHEASTERN HOSPITAL CORPORATION
SPRINGFIELD HOSPITAL, INC.
STONINGTON BEHAVIORAL HEALTH, INC.
SUMMIT OAKS HOSPITAL, INC.
TEMECULA VALLEY HOSPITAL, INC.
TEMPLE BEHAVIORAL HEALTHCARE HOSPITAL, INC.
TEXAS HOSPITAL HOLDINGS, INC.
THE XXXXXX, INC.
TWO RIVERS PSYCHIATRIC HOSPITAL, INC.
UHS CHILDREN SERVICES, INC.
UHS OF DENVER, INC.
UHS OF FAIRMOUNT, INC.
UHS OF XXXXXX, INC.
UHS OF GEORGIA, INC.
UHS OF GEORGIA HOLDINGS, INC.
UHS OF HAMPTON, INC.
UHS OF XXXXXXXXX, INC
UHS OF PARKWOOD, INC.
UHS OF PENNSYLVANIA, INC.
UHS OF PROVO CANYON, INC.
UHS OF PUERTO RICO, INC.
UHS OF SPRING MOUNTAIN, INC.
UHS OF TIMBERLAWN, INC.
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
UHS OF TIMPANOGOS, INC.
UHS OF WESTWOOD PEMBROKE, INC.
UHS OF WYOMING, INC.
UHS SAHARA, INC.
UNITED HEALTHCARE OF XXXXXX, INC.
WINDMOOR HEALTHCARE INC.
WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.
WISCONSIN AVENUE PSYCHIATRIC CENTER, INC.
UHS OF MADERA, INC.
FOREST VIEW PSYCHIATRIC HOSPITAL, INC.
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| AIKEN REGIONAL MEDICAL CENTERS, LLC | ||
| LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC | ||
| PALM POINT BEHAVIORAL HEALTH, 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 LAKESIDE, LLC | ||
| UHS OF PHOENIX, LLC | ||
| UHS OF RIDGE, LLC | ||
| UHS OF ROCKFORD, LLC | ||
| UHS OF TUCSON, LLC | ||
| UHS SUB III, LLC | ||
| UHSD, L.L.C. | ||
| WELLINGTON REGIONAL MEDICAL CENTER, LLC | ||
| By: Universal Health Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Executive Vice President, Secretary and | ||
| Chief Financial Officer | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| FORT XXXXXX MEDICAL CENTER, L.P. | ||
| By: | Fort Xxxxxx Medical Center, Inc. | |
| Its general partner | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| FRONTLINE HOSPITAL, LLC | ||
| FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC | ||
| By: Frontline Behavioral Health, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| KEYS GROUP HOLDINGS LLC | ||
| By: UHS Children Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| KEYSTONE CONTINUUM, LLC | ||
| KEYSTONE NPS LLC | ||
| KEYSTONE RICHLAND CENTER LLC | ||
| By: Keystone/CCS Partners LLC | ||
| Its sole 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Vice President | |||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| MANATEE MEMORIAL HOSPITAL, L.P. | ||
| By: Wellington Regional Medical Center, LLC | ||
| Its general partner | ||
| By: Universal Health Services, Inc., | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Executive Vice President, Secretary and | |
| Chief Financial Officer | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| MCALLEN HOSPITALS, L.P. | ||
| By: McAllen Medical Center, Inc. | ||
| Its general partner | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| XXXXXXXXX METHODIST HOSPITAL, L.L.C. | ||
| By: UHS of River Parishes, Inc. | ||
| Its managing member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| GULPH XXXXX ASSOCIATES, LLC | ||
| TBD ACQUISITION II, LLC | ||
| UHS KENTUCKY HOLDINGS, L.L.C. | ||
| UHS OF LANCASTER, LLC | ||
| UHS OF NEW ORLEANS, LLC | ||
| UHS OF OKLAHOMA, LLC | ||
| UHSL, L.L.C. | ||
| AZ HOLDING 4, LLC | ||
| UHS MIDWEST BEHAVIORAL HEALTH, LLC | ||
| RIVERSIDE MEDICAL CLINIC PATIENT SERVICES, L.L.C. | ||
| PASTEUR HEALTHCARE PROPERTIES, LLC | ||
| UHS CAPITOL ACQUISITION, LLC | ||
| By: UHS of Delaware, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| UHS OF CENTENNIAL PEAKS, L.L.C. | ||
| By: UHS of Denver, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Executive Vice President, Secretary and | |
| Chief Financial Officer | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| UHS OF DOYLESTOWN, L.L.C. | ||
| By: UHS of Pennsylvania, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| UHS OF SALT LAKE CITY, L.L.C. | ||
| By: UHS of Provo Canyon, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| UHS OF SAVANNAH, L.L.C. | ||
| By: UHS of Georgia Holdings, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Executive Vice President and Chief Financial Officer | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| UHS OF SUMMITRIDGE, L.L.C. | ||
| By: UHS of Peachford, L.P. | ||
| Its sole member | ||
| By: UHS of Georgia, Inc. | ||
| Its general partner | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| PSYCHIATRIC SOLUTIONS HOSPITALS, LLC | ||
| By: Psychiatric Solutions, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| DIAMOND GROVE CENTER, LLC | ||
| KMI ACQUISITION, LLC | ||
| LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC | ||
| PSJ ACQUISITION, LLC | ||
| SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC | ||
| SUNSTONE BEHAVIORAL HEALTH, LLC | ||
| TBD ACQUISITION, LLC | ||
| By: Psychiatric Solutions Hospitals, LLC | ||
| Its Sole Member | ||
| By: Psychiatric Solutions, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| ATLANTIC SHORES HOSPITAL, LLC | ||
| EMERALD COAST BEHAVIORAL HOSPITAL, LLC | ||
| OCALA BEHAVIORAL HEALTH, LLC | ||
| PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC | ||
| XXXXXX MANAGED CARE, LLC | ||
| SAMSON PROPERTIES, LLC | ||
| TBJ BEHAVIORAL CENTER, LLC | ||
| THREE RIVERS HEALTHCARE GROUP, LLC | ||
| WEKIVA SPRINGS CENTER, LLC | ||
| ZEUS ENDEAVORS, LLC | ||
| By: Premier Behavioral Solutions, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| THE NATIONAL DEAF ACADEMY, LLC | ||
| By: Zeus Endeavors, LLC | ||
| Its Sole Member | ||
| By: Premier Behavioral Solutions, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| WILLOW SPRINGS, LLC | ||
| By: BHC Health Services of Nevada, Inc. | ||
| Its Sole Member | ||
| By: |
/s/ Xxxxx Xxxxxx | |
| Name: |
Xxxxx Xxxxxx | |
| Title: |
Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| BEHAVIORAL HEALTHCARE LLC | ||
| By: BHC Holdings, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| BHC PINNACLE POINTE HOSPITAL, LLC | ||
| BHC PROPERTIES, LLC | ||
| COLUMBUS HOSPITAL PARTNERS, LLC | ||
| XXXXX XXXX HOSPITAL, LLC | ||
| LEBANON HOSPITAL PARTNERS, LLC | ||
| NORTHERN INDIANA PARTNERS, LLC | ||
| ROLLING HILLS HOSPITAL, LLC | ||
| XXXXX VISTA HOSPITAL PARTNERS, LLC | ||
| By: Behavioral Healthcare LLC | ||
| Its Sole Member | ||
| By: BHC Holdings, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| BHC MESILLA VALLEY HOSPITAL, LLC | ||
| BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC | ||
| 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| BEHAVIORAL HEALTHCARE, LLC | ||
| By: BHC Holdings, Inc. | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| HORIZON HEALTH HOSPITAL SERVICES, LLC | ||
| HORIZON MENTAL HEALTH MANAGEMENT, LLC | ||
| By: Horizon Health Corporation | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| HHC PENNSYLVANIA, LLC | ||
| HHC POPLAR SPRINGS, LLC | ||
| KINGWOOD PINES HOSPITAL, LLC | ||
| XXXXXX XXXXXX OF FLORIDA, LLC | ||
| TOLEDO HOLDING CO., LLC | ||
| By: Horizon Health Hospital Services, LLC | ||
| Its Sole Member | ||
| By: Horizon Health Corporation | ||
| Its Sole Member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| HICKORY TRAIL HOSPITAL, X.X. | ||
| XXXXXXXX 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| H.C. PARTNERSHIP | ||
| By: H.C. Corporation | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
| By: HSA Hill Crest Corporation | ||
| Its General Partner | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| INDEPENDENCE PHYSICIAN MANAGEMENT, LLC | ||
| By: UHS of Fairmount, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx 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 Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| GARFIELD PARK HOSPITAL, LLC | ||
| By: UHS of Xxxxxxxxx, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| ABS LINCS KY, LLC | ||
| XXXXXX CENTER, LLC | ||
| By: Alternative Behavioral Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| VALLEY HEALTH SYSTEM LLC | ||
| By: Valley Hospital Medical Center, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| UHP LP | ||
| By: Island 77 LLC | ||
| Its general partner | ||
| By: Ascend Health Corporation | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| BEACH 77 LP | ||
| By: 2026 W. University Properties, LLC | ||
| Its general partner | ||
| By: Ascend Health Corporation | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| CORAL SHORES BEHAVIORAL HEALTH, LLC | ||
| By: Children’s Comprehensive Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| DVH HOSPITAL ALLIANCE LLC | ||
| By: UHS Holding Company, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| DHP 0000 X XX, LLC | ||
| By: Universal Health Services, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Executive Vice President, Secretary and Chief Financial Officer | |
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| UHS FUNDING, LLC | ||
| By: UHS of Delaware, Inc. | ||
| Its majority member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| By: Universal Health Services, Inc. | ||
| Its minority member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Executive Vice President, Chief Financial Officer and Secretary | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| MILWAUKEE BEHAVIORAL HEALTH, LLC | ||
| By: UHS of Delaware, Inc. | ||
| Its minority member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Executive Vice President and Chief Financial Officer | ||
| By: UHS Funding, LLC | ||
| Its majority member | ||
| By: UHS of Delaware, Inc. | ||
| Its majority member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Executive Vice President and Chief Financial Officer | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| XXXXXX MANAGEMENT SERVICES, LLC | ||
| By: UHS of Texoma, Inc. | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| RIDGE OUTPATIENT COUNSELING, L.L.C. | ||
| By: UHS of Ridge, LLC | ||
| Its sole member | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| BLOOMINGTON XXXXXXX, GENERAL PARTNERSHIP | ||||||||||
| By: | BHC of Indiana, General Partnership, | |||||||||
| its General Partner | ||||||||||
| 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 Xxxxxx | |||||||||
| Name: Xxxxx Xxxxxx | ||||||||||
| Title: Vice President | ||||||||||
| By: | Indiana Psychiatric Institutes, LLC, | |||||||||
| its General Partner | ||||||||||
| By: | BHC Healthcare, LLC, | |||||||||
| its Sole Member | ||||||||||
| By: | BHC Holdings, Inc. | |||||||||
| its Sole Member | ||||||||||
| By: | /s/ Xxxxx Xxxxxx | |||||||||
| Name: Xxxxx Xxxxxx | ||||||||||
| Title: Vice President | ||||||||||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
| DISTRICT HOSPITAL PARTNERS, L.P. | ||
| By: UHS of D.C., Inc. | ||
| Its general partner | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Vice President | ||
[Signature Page for Additional Authorized Representative Xxxxxxx Agreement]
