S-4

As filed with the Securities and Exchange Commission on July 25, 2007

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Form S-4

Psychiatric Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 8093
(Primary Standard Industrial
Classification Code Number) 23-2491707
(I.R.S. Employer
Identification Number)

6640 Carothers Parkway, Suite 500

Franklin, Tennessee 37067

(615) 312-5700

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

See Table of Additional Registrants Below

Christopher L. Howard, Esq.

6640 Carothers Parkway, Suite 500

Franklin, Tennessee 37067

(615) 312-5700

(Name, Address, Including Zip Code, and Telephone Number

Including Area Code, of Agent For Service)

With copies to:

James H. Nixon III, Esq.

Waller Lansden Dortch & Davis, LLP

511 Union Street, Suite 2700

Nashville, Tennessee 37219

(615) 244-6380

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE CHART

		Proposed Maximum	Proposed Maximum
Title Of Each Class Of	Amount To Be	Offering Price	Aggregate Offering	Amount of
Securities To Be Registered	Registered	Per Note	Price	Registration Fee
73/4% Senior Subordinated Notes Due 2015	$250,000,000	102.75%	$256,875,000	$7,886(1)
Guarantee of 73/4% Senior Subordinated Notes Due 2015	$250,000,000	—	—	(2)

(1)

A filing fee of $5,624 has previously been paid in connection with the Registrant’s Registration Statement No. 333-127085, initially filed on August 1, 2005, $1,488.51 of which was utilized in connection with the Registrant’s Registration Statement No. 333-139013. Pursuant to Rule 457(p) under the Securities Act of 1933, the unutilized filing fee of $4,135.49 is being applied to the filing fee payable in connection with the offering pursuant to this Registration Statement.

(2)

The Additional Registrants, each a wholly owned subsidiary of Psychiatric Solutions, Inc., will guarantee the payment of the 73/4% Senior Subordinated Notes due 2015. Pursuant to Rule 457(n) under the Securities Act of 1933, no filing fee is required.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

ADDITIONAL REGISTRANTS

	State or Other		Primary Standard
	Jurisdiction of		Industrial		I.R.S. Employer
	Incorporation or		Classification Code		Identification
Name, Address and Telephone Number(1)	Organization		Number		Number
ABS LINCS, LLC		VA		8093		14-1874734
ABS LINCS DC, LLC		VA		8093		11-3766719
ABS LINCS KY, Inc.		VA		8093		61-1267294
ABS LINCS NJ, Inc.		VA		8093		None
ABS LINCS PA, Inc.		VA		8093		54-2042312
ABS LINCS PR, Inc.		VA		8093		54-1959829
ABS LINCS SC, Inc.		SC		8093		57-0840074
ABS LINCS TN, Inc.		VA		8093		62-1575325
ABS LINCS TX, Inc.		KY		8093		61-1379387
ABS LINCS VA, Inc.		VA		8093		54-1782162
ABS LINCS VI, Inc.		VA		8093		66-0502769
ABS-First Step, Inc.		VA		8093		54-1517222
Alliance Crossings, LLC		DE		8093		20-2142587
Alliance Health Center, Inc.		MS		8093		64-0777521
Alternative Behavioral Services, Inc.		VA		8093		54-1757063
Atlantic Shores Hospital, LLC		DE		8093		20-3788069
Behavioral Educational Services, Inc.		DE		8093		65-0852413
Behavioral Healthcare LLC		DE		8093		62-1516830
Benchmark Behavioral Health System, Inc.		UT		8093		93-0893928
BHC Alhambra Hospital, Inc.		TN		8093		62-1658521
BHC Belmont Pines Hospital, Inc.		TN		8093		62-1658523
BHC Cedar Vista Hospital, Inc.		CA		8093		77-0359473
BHC Fairfax Hospital, Inc.		TN		8093		62-1658528
BHC Fort Lauderdale Hospital, Inc.		TN		8093		62-1658530
BHC Fox Run Hospital, Inc.		TN		8093		62-1658531
BHC Fremont Hospital, Inc.		TN		8093		62-1658532
BHC Health Services of Nevada, Inc.		NV		8093		88-0300031
BHC Heritage Oaks Hospital, Inc.		TN		8093		62-1658494
BHC Holdings, Inc.		DE		8093		92-0189593
BHC Intermountain Hospital, Inc.		TN		8093		62-1658493
BHC Management Services of Louisiana, LLC		DE		8093		06-1719281
BHC Management Services of New Mexico, LLC		DE		8093		62-1843651
BHC Management Services of Streamwood, LLC		DE		8093		62-1843658
BHC Mesilla Valley Hospital, LLC		DE		8093		20-2612295
BHC Montevista Hospital, Inc.		NV		8093		88-0299907
BHC Newco 2, LLC		DE		8093		None
BHC Newco 3, LLC		DE		8093		None
BHC Newco 4, LLC		DE		8093		None
BHC Newco 5, LLC		DE		8093		None
BHC Newco 6, LLC		DE		8093		None
BHC Newco 7, LLC		DE		8093		None
BHC Newco 8, LLC		DE		8093		None
BHC Newco 9, LLC		DE		8093		None

	State or Other		Primary Standard
	Jurisdiction of		Industrial		I.R.S. Employer
	Incorporation or		Classification Code		Identification
Name, Address and Telephone Number(1)	Organization		Number		Number
BHC Newco 10, LLC		DE		8093		None
BHC Northwest Psychiatric Hospital, LLC		DE		8093		20-0085660
BHC of Indiana, General Partnership		TN		8093		62-1780700
BHC Pinnacle Pointe Hospital, Inc.		TN		8093		62-1658502
BHC Properties, LLC		TN		8093		62-1660875
BHC Sierra Vista Hospital, Inc.		TN		8093		62-1658512
BHC Spirit of St. Louis Hospital, Inc.		TN		8093		62-1658513
BHC Streamwood Hospital, Inc.		TN		8093		62-1658515
BHC Windsor Hospital, Inc.		OH		8093		34-1827645
Bloomington Meadows, General Partnership		TN		8093		35-1858510
Brentwood Acquisition, Inc.		TN		8093		20-0773985
Brentwood Acquisition-Shreveport, Inc.		DE		8093		20-0474854
Brynn Marr Hospital, Inc.		NC		8093		56-1317433
Calvary Center, Inc.		DE		8093		20-0380961
Canyon Ridge Hospital, Inc.		CA		8093		20-2935031
Cedar Springs Hospital, Inc.		DE		8093		74-3081810
Collaborative Care LLC		TN		8093		62-1603168
Columbus Hospital, LLC		DE		8093		62-1740367
Columbus Hospital Partners, LLC		TN		8093		62-1664739
Compass Hospital, Inc.		DE		8093		51-0343645
Crawford First Education, Inc.		VA		8093		54-1521601
Cumberland Hospital, LLC		VA		8093		02-0567575
Diamond Grove Center, LLC		DE		8093		20-4537541
Employee Assistance Services, Inc.		KY		8093		61-1193498
FHCHS of Puerto Rico, Inc.		VA		8093		66-0584821
First Corrections-Puerto-Rico, Inc.		VA		8093		54-1913254
First Hospital Corporation of Nashville		VA		8093		62-1575327
First Hospital Corporation of Virginia Beach		VA		8093		54-1414205
First Hospital Panamericano, Inc.		VA		8093		66-0490148
Fort Lauderdale Hospital, Inc.		FL		8093		20-1021229
Great Plains Hospital, Inc.		MO		8093		43-1328523
Gulf Coast Treatment Center, Inc.		FL		8093		56-1341134
H.C. Corporation		AL		8093		63-0870528
H.C. Partnership		AL		8093		63-0862148
Havenwyck Hospital Inc.		MI		8093		38-2409580
HHC Augusta, Inc.		GA		8093		20-3854156
HHC Berkeley, Inc.		SC		8093		20-3854325
HHC Conway Investment, Inc.		SC		8093		20-3854265
HHC Cooper City, Inc.		FL		8093		20-3854085
HHC Delaware, Inc.		DE		8093		20-3854210
HHC Focus Florida, Inc.		FL		8093		20-3798265
HHC Indiana, Inc.		IN		8093		20-0768028
HHC Kingwood Investment, LLC		DE		8093		20-4077402
HHC Oconee, Inc.		SC		8093		20-3854300

	State or Other		Primary Standard
	Jurisdiction of		Industrial		I.R.S. Employer
	Incorporation or		Classification Code		Identification
Name, Address and Telephone Number(1)	Organization		Number		Number
HHC Ohio, Inc.		OH		8093		20-1870446
HHC Poplar Springs, Inc.		VA		8093		20-0959684
HHC River Park, Inc.		WV		8093		20-2652863
HHC Services, LLC		TX		8093		20-3798406
HHC South Carolina, Inc.		SC		8093		20-3854241
HHC St. Simons, Inc.		GA		8093		20-3854107
HHC Toledo, Inc.		OH		8093		20-3854189
Hickory Trail Hospital, L.P.		DE		8093		20-4976326
High Plains Behavioral Health, L.P.		DE		8093		20-3943108
HMHM of Tennessee, Inc.		TN		8093		75-2891838
Holly Hill Hospital, LLC		TN		8093		62-1692189
Horizon Behavioral Services, Inc.		DE		8093		59-3269144
Horizon Health Austin, Inc.		TX		8093		20-8706107
Horizon Health Corporation		DE		8093		75-2293354
Horizon Health Hospital Services, Inc.		DE		8093		20-3798133
Horizon Health Physical Rehabilitation Services, Inc.		DE		8093		84-1285635
Horizon Mental Health Management, Inc.		TX		8093		36-3709746
HSA Hill Crest Corporation		AL		8093		95-3900761
HSA of Oklahoma, Inc.		OK		8093		74-2373564
Hughes Center, LLC		VA		8093		20-8711062
Indiana Psychiatric Institutes, LLC		DE		8093		52-1652319
InfoScriber Corporation		DE		8093		33-0878629
Kids Behavioral Health of Utah, Inc.		UT		8093		62-1681825
Kingwood Pines Hospital, LLC		TX		8093		73-1726285
Lakeland Behavioral, LLC		FL		8093		20-5202588
Laurel Oaks Behavioral Health Center, Inc.		DE		8093		52-2090040
Laurelwood Associates, Inc.		OH		8093		34-1658315
Lebanon Hospital Partners, LLC		TN		8093		62-1664738
Liberty Point Behavioral Healthcare, LLC		DE		8093		20-1989730
Mental Health Outcomes, Inc.		DE		8093		75-2614919
Mesilla Valley Hospital, Inc.		NM		8093		74-2370320
Mesilla Valley Mental Health Associates, Inc.		NM		8093		85-0338767
Michigan Psychiatric Services, Inc.		MI		8093		38-2423002
Millwood Hospital, L.P.		TX		8093		20-1021264
Mission Vista Behavioral Health Services, Inc.		DE		8093		74-2611258
Neuro Institute of Austin, L.P.		TX		8093		56-2274069
North Spring Behavioral Healthcare, Inc.		TN		8093		20-1215130
Northern Indiana Partners, LLC		TN		8093		62-1664737
Palmetto Behavioral Health Holdings, LLC		DE		8093		22-3600673
Palmetto Behavioral Health Solutions, LLC		SC		8093		20-4086208
Palmetto Behavioral Health System, L.L.C.		SC		8093		57-1101379
Palmetto Lowcountry Behavioral Health, L.L.C.		SC		8093		57-1101380
Palmetto Pee Dee Behavioral Health, L.L.C.		SC		8093		57-1101381
Peak Behavioral Health Services, LLC		DE		8093		20-1124098

	State or Other		Primary Standard
	Jurisdiction of		Industrial		I.R.S. Employer
	Incorporation or		Classification Code		Identification
Name, Address and Telephone Number(1)	Organization		Number		Number
Premier Behavioral Solutions, Inc.		DE		8093		63-0857352
Premier Behavioral Solutions of Florida, Inc.		DE		8093		65-0816927
Pride Institute, Inc.		MN		8093		20-1021241
Psychiatric Management Resources, Inc.		CA		8093		33-0290342
Psychiatric Solutions Hospitals, LLC		DE		8093		62-1658476
Psychiatric Solutions of Virginia, Inc.		TN		8093		62-1732340
PsychManagement Group, Inc.		WV		8093		55-0776633
Ramsay Managed Care, LLC		DE		8093		72-1249464
Ramsay Youth Services of Georgia, Inc.		DE		8093		35-2174803
Ramsay Youth Services Puerto Rico, Inc.		PR		8093		66-0555371
Red Rock Behavioral Health LLC		DE		8093		20-3019974
Red Rock Solutions, LLC		DE		8093		20-3140694
Riveredge Hospital, Inc.		IL		8093		22-3682760
Riveredge Hospital Holdings, Inc.		DE		8093		22-3682759
Rolling Hills Hospital, LLC		TN		8093		20-5566098
Samson Properties, LLC		FL		8093		59-3653863
Shadow Mountain Behavioral Health System, LLC		DE		8093		43-2001465
SHC-KPH, LP		TX		8093		73-1726290
Somerset, Incorporated		CA		8093		33-0221535
SP Behavioral, LLC		FL		8093		20-5202539
Springfield Hospital, Inc.		DE		8093		26-0388272
Summit Oaks Hospital, Inc.		NJ		8093		20-1021210
Sunstone Behavioral Health, LLC		TN		8093		80-0051894
Texas Cypress Creek Hospital, L.P.		TX		8093		62-1864266
Texas Hospital Holdings, Inc.		DE		8093		62-1871091
Texas Hospital Holdings, LLC		TX		8093		62-1871092
Texas Laurel Ridge Hospital, L.P.		TX		8093		43-2002326
Texas Oaks Psychiatric Hospital, L.P.		TX		8093		84-1618661
Texas San Marcos Treatment Center, L.P.		TX		8093		43-2002231
Texas West Oaks Hospital, L.P.		TX		8093		62-1864265
The Counseling Center of Middle Tennessee, Inc.		TN		8093		62-1383217
The National Deaf Academy, LLC		FL		8093		59-3653865
The Pines Residential Treatment Center, Inc.		VA		8093		54-1465094
Therapeutic School Services, L.L.C.		OK		8093		73-1559296
Three Rivers Behavioral Health, LLC		SC		8093		57-1106645
Three Rivers Healthcare Group, LLC		SC		8093		20-3842446
Three Rivers Residential Treatment | Midlands Campus, Inc.		SC		8093		57-0884924
Three Rivers SPE, LLC		SC		8093		None
Three Rivers SPE Holding, LLC		SC		8093		20-3842631
Three Rivers SPE Manager, Inc.		SC		8093		20-2586187
Transitional Care Ventures, Inc.		DE		8093		72-1235219
Tucson Health Systems, Inc.		DE		8093		20-2950148
University Behavioral, LLC		FL		8093		20-5202458

	State or Other		Primary Standard
	Jurisdiction of		Industrial		I.R.S. Employer
	Incorporation or		Classification Code		Identification
Name, Address and Telephone Number(1)	Organization		Number		Number
Valle Vista, LLC		DE		8093		62-1740366
Valle Vista Hospital Partners, LLC		TN		8093		62-1658516
Wellstone Holdings, Inc.		DE		8093		20-3062052
Wellstone Regional Hospital Acquisition, LLC		IN		8093		20-3062075
Willow Springs, LLC		DE		8093		62-1814471
Windmoor Healthcare Inc.		FL		8093		23-2922437
Windmoor Healthcare of Pinellas Park, Inc.		DE		8093		59-3480410
Zeus Endeavors, LLC		FL		8093		59-3653864

(1) The address of each additional registrant’s principal executive office is 6640 Carothers Parkway, Suite 500, Franklin, Tennessee 37067. The telephone number of each additional registrant is (615) 312-5700.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated July 25, 2007

PROSPECTUS

OFFER TO EXCHANGE
$250,000,000 73/4% Senior Subordinated Notes due 2015,
which have been registered under the Securities Act of 1933,
for any and all outstanding 73/4% Senior Subordinated Notes due 2015 issued on May 31, 2007

MATERIAL TERMS OF THE EXCHANGE OFFER

•  Expires at 5:00 p.m., New York City time, on          , 2007, unless extended.

•  The only conditions to completing the exchange offer are that the exchange offer not violate applicable law or applicable interpretations of the staff of the Securities and Exchange Commission, or SEC, and no injunction, order or decree has been issued which would prohibit, prevent or materially impair our ability to proceed with the exchange offer.

•  All old notes that are validly tendered and not validly withdrawn will be exchanged.

•  Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

•  The terms of the registered notes to be issued in the exchange offer are substantially identical to the old notes that we issued on May 31, 2007, except for certain transfer restrictions, registration rights and liquidated damages provisions relating to the old notes that will not apply to the registered notes.

•  We will not receive any cash proceeds from the exchange offer.

•  The old notes are, and the registered notes will be, fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by substantially all of our domestic restricted subsidiaries.

•  We do not intend to list the notes for trading on any stock exchange or arrange for any quotation system to quote prices for them.

Each broker-dealer that receives registered notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of registered notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Consider carefully the “Risk Factors” beginning on page 17 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Notice to New Hampshire Residents

Neither the fact that a registration statement or an application for a license has been filed under RSA 421-B with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State of New Hampshire that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make or cause to be made, to any prospective purchaser, customer or client any representation inconsistent with the provisions of this paragraph.

The date of this prospectus is          , 2007

This prospectus incorporates certain business and financial information about us that is not included in or delivered with this prospectus and this information is available without charge to holders upon written or oral request to Brent Turner, Executive Vice President, Finance and Administration, Psychiatric Solutions, Inc., 6640 Carothers Parkway, Suite 500, Franklin, Tennessee 37067, telephone number (615) 312-5700. In order to obtain timely delivery, holders must request the information no later than five business days before the expiration date of the exchange offer.

TABLE OF CONTENTS

	Page
Summary		1
Risk Factors		17
The Exchange Offer		26
Use of Proceeds		34
Capitalization		35
Selected Consolidated Financial and Operating Data		36
Description of Other Indebtedness		40
Description of the Registered Notes		42
Material U.S. Federal Income Tax Considerations		77
Plan of Distribution		78
Legal Matters		78
Experts		78
Where You Can Find More Information		79
Incorporation of Certain Documents by Reference		79
Alternative Behavioral Services, Inc. and Subsidiaries Consolidated Financial Statements		F-1
Ex-3.6 Articles of Incorporation of ABS LINCS KY, Inc.
Ex-3.7 Articles of Incorporation of ABS LINCS NJ, Inc.
Ex-3.8 Articles of Incorporation of ABS LINCS PA, Inc. as amended
Ex-3.9 Articles of Incorporation of ABS LINCS PR, Inc., as amended
Ex-3.10 Articles of Incorporation of ABS LINCS SC, Inc., as amended
Ex-3.11 Articles of Incorporation of ABS LINCS TN, Inc., as amended
Ex-3.12 Articles of Incorporation of ABS LINCS TX, Inc., as amended
Ex-3.13 Articles of Incorporation of ABS LINCS VA, Inc., as amended
Ex-3.14 Articles of Incorporation of ABS LINCS VI, Inc., as amended
Ex-3.15 Articles of Incorporation of ABS-First Step, Inc., as amended
Ex-3.16 Amended and Restated Articles of Incorporation of Alliance Health Center, Inc.
Ex-3.17 Articles of Incorporation of Alternative Behavioral Services, Inc.
Ex-3.18 Certificate of Incorporation of Behavioral Educational Services, Inc., as amended
Ex-3.28 Certificate of Incorporation of BHC Holdings, Inc., as amended
Ex-3.38 Articles of Incorporation of Brynn Marr Hospital, Inc.
Ex-3.39 Certificate of Incorporation of Calvary Center, Inc., as amended
Ex-3.41 Certificate of Incorporation of Cedar Springs Hospital, Inc., as amended
Ex-3.42 Certificate of Incorporation of Compass Hospital, Inc.
Ex-3.43 Articles of Incorporation of Crawford First Education, Inc., as amended
Ex-3.44 Articles of Incorporation of Employee Assistance Services, Inc.
Ex-3.45 Amended and Restated Articles of Incorporation of FHCHS of Puerto Rico, Inc.
Ex-3.46 Articles of Incorporation of First Corrections-Puerto-Rico, Inc.
Ex-3.47 Articles of Incorporation of First Hospital Corporation of Nashville
Ex-3.48 Articles of Incorporation of First Hospital Corporation of Virginia Beach
Ex-3.49 Articles of Incorporation of First Hospital Panamericano, Inc., as amended
Ex-3.55 Articles of Incorporation of HHC Augusta, Inc.
Ex-3.56 Articles of Incorporation of HHC Berkeley, Inc.
Ex-3.57 Articles of Incorporation of HHC Conway Investment, Inc.
Ex-3.58 Articles of Incorporation of HHC Cooper City, Inc.
Ex-3.59 Certificate of Incorporation of HHC Delaware, Inc.
Ex-3.60 Articles of Incorporation of HHC Focus Florida, Inc., as amended
Ex-3.61 Articles of Incorporation of HHC Indiana, Inc.
Ex-3.62 Articles of Incorporation of HHC Oconee, Inc.
Ex-3.63 Articles of Incorporation of HHC Ohio, Inc.
Ex-3.64 Articles of Incorporation of HHC Poplar Springs, Inc.
Ex-3.65 Articles of Incorporation of HHC River Park, Inc.
Ex-3.66 Articles of Incorporation of HHC South Carolina, Inc.
Ex-3.67 Articles of Incorporation of HHC St. Simons, Inc.
Ex-3.68 Articles of Incorporation of HHC Toledo, Inc.
Ex-3.69 Charter of HMHM of Tennessee, Inc.
Ex-3.70 Certificate of Incorporation of Horizon Behavioral Services, Inc., as amended
Ex-3.71 Certificate of Formation of Horizon Health Austin, Inc.
Ex-3.73 Certificate of Incorporation of Horizon Health Hopital Serives, Inc.
Ex-3.74 Certificate of Incorporation of Horizon Health Physical Rehabilitaion Services, Inc., as amended
Ex-3.75 Articles of Incorporation of Horizon Mental Health Management, Inc., as amended
Ex-3.79 Articles of Incorporation of Kids Behavioral Health of Utah, Inc., as amended
Ex-3.80 Certificate of Incorporation of Laurel Oaks Behavioral Health Center, Inc., as amended
Ex-3.81 Articles of Incorporation of Laurelwod Associates, Inc., as amended
Ex-3.82 Certificate of Incorporation of Mental Health Outcomes, Inc.
Ex-3.86 Certificate of Incorporation of Mission Vista Behavioral Health Services, Inc., as amended
Ex-3.87 Charter of North Spring Behavioral Healthcare, Inc., as amended
Ex-3.90 Articles of Incorporation of Pride Institute, Inc., as amended
Ex-3.93 Articles of Incorporation of PsychManagement Group, Inc.
Ex-3.96 Articles of Incorporation of Riveredge Hospital, Inc., as amended
Ex-3.97 Certificate of Incorporation of Riveredge Hospital Holdings, Inc.
Ex-3.98 Articles of Incorporation of Somerset, Incorporated
Ex-3.99 Certificate of Incorporation of Springfield Hospital, Inc.
Ex-3.100 Certificate of Incorporation of Summit Oaks Hospital, Inc., as amended
Ex-3.101 Certificate of Incorporation of Texas Hospital Holdings, Inc., as amended
Ex-3.103 Articles of Incorporation of The Pines Residential Treatment Center, Inc., as amended
Ex-3.104 Restated Articles of Incorporation of Three Rivers SPE Manager, Inc.
Ex-3.105 Articles of Incorporation of Three Rivers Residential Treatment Midlands Campus, Inc., as amended
Ex-3.109 Articles of Incorporation of Windmoor Healthcare Inc.
Ex-3.110 Certificate of Incorporation of Windmoor Healthcare of Pinellas Park, Inc., as amended
Ex-3.113 Articles of Organization of ABS LINCS, LLC
Ex-3.114 Articles of Organization of ABS LINCS DC, LLC, as amended
Ex-3.115 Certificate of Formation of Alliance Crossings, LLC, as amended
Ex-3.116 Articles of Organization of Atlantic Shores Hospital, LLC
Ex-3.117 Certificate of Formation of Behavioral Healthcare, LLC
Ex-3.124 Articles of Organization of BHC Properties, LLC
Ex-3.125 Articles of Organization of Collaborative Care, LLC
Ex-3.127 Articles of Organization of Columbus Hospital Partners, LLC
Ex-3.128 Articles of Organization of Cumberland Hospital, LLC
Ex-3.129 Certificate of Formation of Diamond Grove Center, LLC
Ex-3.130 Certificate of Formation of HHC Kingwood Investment, LLC
Ex-3.131 Articles of Organization of HHC Services, LLC
Ex-3.132 Certificate of Formation of Holly Hill Hopital, LLC
Ex-3.133 Articles of Organization of Hughes Center, LLC
Ex-3.134 Certificate of Formation of Indiana Psychiatric Institues, LLC
Ex-3.135 Articles of Organization of Kingwood Pines Hospital, LLC, as amended
Ex-3.136 Articles of Organization of Lakeland Behavioral, LLC, as amended
Ex-3.137 Articles of Organization of Lebanon Hospital Partners, LLC
Ex-3.138 Certificate of Formation of Liberty Point Behavioral Healthcare, LLC, as amended
Ex-3.139 Articles of Incorporation of Benchmark Behavioral Health System, Inc.
Ex-3.140 Certificate of Formation of Northern Indiana Partners, LLC
Ex-3.141 Certificate of Formation of Palmetto Behavioral Health Holdings, LLC
Ex-3.142 Articles of Organization of Palmetto Behavioral Health Solutions, LLC
Ex-3.146 Certificate of Formation of Peak Behavioral Health Services, LLC
Ex-3.147 Certificate of Formation of Psychiatric Solutions Hospitals, LLC
Ex-3.148 Certificate of Formation of Ramsay Managed Care, LLC
Ex-3.149 Certificate of Formation of Red Rock Behavioral Health, LLC
Ex-3.150 Certificate of Formation of Red Rock Solutions, LLC
Ex-3.151 Articles of Organization of Rolling Hills Hospital, LLC
Ex-3.152 Articles of Organization of Samson Properties, LLC
Ex-3.153 Certificate of Formation of Shadow Moutaing Behavioral Health System, LLC
Ex-3.154 Articles of Organization of SP Behavioral, LLC
Ex-3.155 Articles of Organization of Sunstone Behavioral Health, LLC
Ex-3.156 Articles of Organization of Texas Hospital Holdings, LLC, as amended
Ex-3.157 Articles of Organization of The National Deaf Academy, LLC
Ex-3.159 Articles of Organization of Three Rivers Behavioral Health, LLC
Ex-3.160 Articles of Organization of Three Rivers Healthcare Group, LLC
Ex-3.161 Articles of Organization of Three Rivers SPE, LLC, as amended
Ex-3.162 Articles of Organization of Three Rivers SPE Holding, LLC, as amended
Ex-3.163 Articles of Organization of University Behavioral, LLC
Ex-3.165 Articles of Organization of Valle Vista Hospital Partners, LLC
Ex-3.168 Articles of Organization of Zeus Endeavors, LLC
Ex-3.174 Certificate of Limited Partnership of Hickory Trail Hospital, L.P.
Ex-3.175 Limited Partnership Agreement of Hickory Trail Hopital, L.P.
Ex-3.176 Certificate of Limited Partnership of High Plains Behavioral Health, L.P.
Ex-3.177 Limited Partnership Agreement of High Plains Behavioral Health, L.P.
Ex-3.182 Certificate of Limited Partnership of SHC-KPH, LP, as amended
Ex-3.183 Amened and Restated Limited Partnership Agreement of SHC-KPH, LP
Ex-5.1 Opinion of Waller Lansden Dortch & Davis, LLP
Ex-8.1 Opinion of Waller Lansden Dortch & Davis, LLP
Ex-12.1 Computation of Ratios of Earnings to Fixed Charges
Ex-21.1 List of Subsidiaries
Ex-23.1 Consent of Ernst & Young LLP
Ex-23.2 Consent of Ernst & Young LLP
Ex-23.3 Consent of PricewaterhouseCoopers LLP
Ex-23.4 Consent of PricewaterhouseCoopers LLP
Ex-25.1 Form T-1 Statement of Eligibility
Ex-99.1 Form of Letter of Transmittal
Ex-99.2 Form of Notice of Guaranteed Delivery

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this prospectus, in documents incorporated by reference herein and in other materials we have filed or may file with the SEC, as well as information included in oral statements or other written statements made, or to be made, by our senior management, contain, or will contain, disclosures that are “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “will,” “expect,” “believe,” “intend,” “plan,” “estimate,” “project,” “continue,” “should” and other comparable terms. These forward-looking statements are based on the current plans and expectations of our management and are subject to a number of risks and uncertainties, including those set forth below, which could significantly affect our current plans and expectations and future financial condition and results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders and investors are cautioned against relying on such forward-looking statements when evaluating the information presented in our filings and reports.

While it is not possible to identify all these factors, we continue to face many risks and uncertainties that could cause actual results to differ from those forward-looking statements, including:

•  potential competition that alters or impedes our acquisition strategy by decreasing our ability to acquire additional inpatient facilities on favorable terms;

•  our ability to successfully integrate and improve the operations of acquired inpatient facilities, including the facilities acquired from Horizon Health Corporation;

•  our ability to maintain favorable and continuing relationships with physicians who use our inpatient facilities;

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•  our substantial indebtedness and our ability to receive timely additional financing on terms acceptable to us to fund our acquisition strategy and capital expenditure needs;

•  risks inherent to the health care industry, including the impact of unforeseen changes in regulation and exposure to claims and legal actions by patients and others;

•  efforts by federal and state health care programs and managed care companies to reduce reimbursement rates for our services;

•  our ability to comply with applicable licensure and accreditation requirements;

•  our ability to comply with extensive laws and government regulations related to billing, physician relationships, adequacy of medical care and licensure;

•  our ability to retain key employees who are instrumental to our successful operations;

•  our ability to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002;

•  our ability to ensure confidential information is not inappropriately disclosed and that we are in compliance with federal and state health information privacy standards;

•  our ability to comply with federal and state governmental regulation covering health care-related products and services on-line, including the regulation of medical devices and the practice of medicine and pharmacology;

•  our ability to obtain adequate levels of general and professional liability insurance; and

•  those risks and uncertainties described from time to time in our filings with the SEC.

In addition, future trends for pricing, margins, revenue and profitability remain difficult to predict in the industries that we serve.

We caution you that the factors listed above may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict such new risk factors, nor can we assess the impact, if any, of such new risk factors on our businesses or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied by any forward-looking statements.

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SUMMARY

The following summary highlights information about us and the offering of the registered notes contained elsewhere or incorporated by reference in this prospectus. It is not complete and may not contain all of the information that may be important to you in making a decision to exchange your old notes for the registered notes. For a more complete understanding of us and the exchange offer, we urge you to read this entire prospectus carefully, including the “Risk Factors” section, and the documents that we have incorporated by reference. Throughout this prospectus (except in the “Description of the Registered Notes” section or unless the context otherwise requires):

•  when we refer to “we,” “us” or “our,” we are describing Psychiatric Solutions, Inc. together with its subsidiaries after giving pro forma effect to the acquisition of Horizon Health and other non-significant acquisitions;

•  when we refer to “Psychiatric Solutions,” we are describing Psychiatric Solutions, Inc. together with its subsidiaries prior to giving effect to the Acquisition (as defined below); and

•  when we refer to “Horizon Health,” we are describing Horizon Health Corporation and its subsidiaries.

The Exchange Offer

On May 31, 2007, we issued in a private placement $250.0 million in aggregate principal amount of our 73/4% Senior Subordinated Notes due 2015, which we refer to as the “old notes.” We refer to the private placement as the “original note offering.” We entered into a registration rights agreement with the initial purchasers of the old notes in which we agreed to deliver to you this prospectus. You are entitled to exchange your old notes in the exchange offer for registered notes with substantially identical terms. Unless you are a broker-dealer or unable to participate in the exchange offer, we believe that the registered notes to be issued in the exchange offer may be resold by you without compliance with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, or the Securities Act. You should read the discussions under the headings “The Exchange Offer” and “Description of the Registered Notes” for further information regarding the registered notes.

Psychiatric Solutions

We are a leading provider of inpatient behavioral health care services in the United States. We operate 90 inpatient behavioral health care facilities with approximately 10,000 beds in 31 states, Puerto Rico and the U.S. Virgin Islands, manage inpatient behavioral health care units and physical rehabilitation programs for private third parties and operate an employee assistance program services business. We believe that our singular focus on the provision of inpatient behavioral health care services allows us to operate more efficiently and provide higher quality care than our competitors.

Our inpatient facilities offer a wide range of inpatient behavioral health care services for children, adolescents and adults. We offer these services through a combination of acute inpatient behavioral facilities and residential treatment centers, or RTCs. Our acute inpatient behavioral facilities provide the most intensive level of care, including 24-hour skilled nursing observation and care, daily interventions and oversight by a psychiatrist and intensive, highly coordinated treatment by a physician-led team of mental health professionals. Our RTCs offer longer term treatment programs primarily for children and adolescents with long-standing chronic behavioral health problems. Our RTCs provide physician-led, multi-disciplinary treatments that address the overall medical, psychiatric, social and academic needs of the patient.

Our inpatient management contracts business involves the development, organization and management of behavioral health care programs within medical/surgical hospitals and the management of inpatient behavioral health care facilities for government agencies.

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Psychiatric Solutions was incorporated in the State of Delaware in 1988. Our principal executive offices are located at 6640 Carothers Parkway, Suite 500, Franklin, Tennessee 37067. Our telephone number is (615) 312-5700. Information about us and our filings with the SEC can be found at our website at www.psysolutions.com.

Acquisition of Horizon Health

On May 31, 2007, pursuant to an Agreement and Plan of Merger, dated December 20, 2006, we acquired all of the outstanding capital stock of Horizon Health, which we refer to in this prospectus as the “Acquisition,” in a transaction valued at $426 million, consisting of cash of $321 million, or $20 per share, the repayment of Horizon Health’s revolving credit facility and the assumption of an approximately $7.0 million mortgage loan insured by the U.S. Department of Housing and Urban Development, or HUD.

Financing Transactions

In connection with the original note offering and the Acquisition, we amended our existing senior secured credit facilities to provide for additional term loans of $225.0 million. Our amended senior secured credit facilities consist of a $300.0 million revolving credit facility, of which approximately $182.9 million remained undrawn at March 31, 2007 on a pro forma combined basis, and $575.0 million in senior secured term loans.

On May 8, 2007, we commenced a tender offer, or the Tender Offer, to purchase for cash any and all of our outstanding 105/8% senior subordinated notes due 2013, or the 105/8% Notes, and, in connection therewith, we also solicited consents to amend the indenture governing the 105/8% Notes to, among other things, eliminate substantially all of the restrictive covenants and eliminate or modify certain events of default. On May 21, 2007, we received tenders and consents from holders of a majority in aggregate principal amount of the 105/8% Notes and, in connection therewith, we executed and delivered a thirty-fifth supplemental indenture to the indenture governing the 105/8% Notes. The Tender Offer expired on June 5, 2007 and all but an aggregate principal amount of $34,000 of the outstanding 105/8% Notes were tendered for payment in connection with the Tender Offer. However, throughout this prospectus, we assume that all outstanding 105/8% Notes were tendered for payment in connection with the Tender Offer.

We used the proceeds of the original note offering and the additional term loans to finance the Acquisition, repay Horizon Health’s revolving credit facility, tender for our outstanding 105/8% Notes (including the related premium), pay a portion of the outstanding balance under our existing revolving credit facility and pay related fees and expenses. We refer in this prospectus to the original note offering and the additional term loans as the “Financing Transactions.” We refer to the Tender Offer, the Acquisition and the Financing Transactions collectively as the “Transactions.”

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The following table describes the sources and uses of funds relating to the Transactions assuming a closing date of March 31, 2007:

	Amount
	(Dollars in
	thousands)
Sources of funds:
73/4% senior subordinated notes due 2015	$	256,875
Senior secured term loan		225,000
Assumption of Horizon Health HUD mortgage		6,971
Total sources	$	488,846
Uses of funds:
Cash purchase price of Horizon Health stock	$	321,000
Repayment of Horizon Health revolving credit facility		96,100
Pay down Psychiatric Solutions’ revolving credit facility		9,775
Tender for 105/8% Notes		38,681
Tender premium		3,900
Assumption of Horizon Health HUD mortgage		6,971
Fees and expenses		12,419
Total uses	$	488,846

Our Industry

According to the National Association of Psychiatric Health Systems’ 2005 Annual Survey, an estimated 26% of the U.S. general population suffers from a diagnosable mental disorder in a given year. Based on the 2000 U.S. census issued in 2002, this figure translates to approximately 73 million Americans.

The behavioral health care industry is extremely fragmented with only a few large national providers. During the 1990s, the behavioral health care industry experienced a significant contraction following a long period of growth. The reduction was largely driven by third-party payors who decreased reimbursement, implemented more stringent admission criteria and decreased the authorized length of stay. We believe this reduced capacity has resulted in an underserved patient population.

Reduced capacity, mental health parity legislation and increased demand for behavioral health care services have resulted in favorable industry fundamentals over the last several years. Behavioral health care providers have enjoyed significant improvement in reimbursement rates, increased admissions and stabilized lengths of stay. According to the National Association of Psychiatric Health Systems, payments for the inpatient care of behavioral health and addictive disorders have increased nationwide. Inpatient admissions increased approximately 0.6% from 2004 to 2005, while the average occupancy rate was 73% for 2005, a decrease from approximately 74% for 2004, primarily due to a 5% increase in total licensed beds driven by expansions of existing facilities. Following a rapid decrease during the early 1990s, inpatient average length of stay stabilized between 9 and 11 days from 1997 to 2005. In 2005, the inpatient average length of stay was 9.6 days. The average inpatient net revenue per day increased from $537 in 2003 to $576 in 2004. The average RTC net revenue per day increased from $310 in 2004 to $332 in 2005 for freestanding RTC facilities. The average number of admissions for freestanding RTC facilities was 165 for 2004. Total patient days of care increased 3.5% from 2004 to 2005 in RTC facilities, with an average length of stay of 177 days in 2005.

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Our Competitive Strengths

We believe the following competitive strengths contribute to our strong market share in each of our markets and will enable us to continue to successfully grow our business and increase our profitability:

•  Singular focus on inpatient behavioral health care — We focus primarily on the provision of inpatient behavioral health care services. We believe this allows us to operate more efficiently and provide higher quality care than our competitors. In addition, we believe our focus and reputation have helped us to develop important relationships and extensive referral networks within our markets and to attract and retain qualified behavioral health care professionals.

•  Strong and sustainable market position — Our inpatient facilities have an established presence in each of our markets, and many of our owned and leased inpatient facilities have the leading market share in their respective service areas. We believe that the relationships and referral networks we have established will further enhance our presence within our markets. In addition, many of the states in which we operate require a certificate of need to open a behavioral health care facility, which may be difficult to obtain and may further preclude new market participants.

•  Demonstrated ability to identify and integrate acquisitions — We attribute part of our success in integrating acquired inpatient facilities to our rigorous due diligence review of these facilities prior to completing the acquisitions as well as our ability to retain key employees at the acquired facilities. We employ a disciplined acquisition strategy that is based on defined criteria including quality of service, return on invested capital and strategic benefits. We also have a comprehensive post-acquisition strategic plan to facilitate the integration of acquired facilities that includes improving facility operations, retaining and recruiting psychiatrists and expanding the breadth of services offered by the facilities.

•  Diversified payor mix and revenue base — As we have grown our business, we have focused on diversifying our sources of revenue. For the year ended December 31, 2006, on a pro forma basis after giving effect to the Acquisition, we received 27% of our revenue from Medicaid, 10% from Medicare, 27% from HMO/PPO, commercial and private payors, 11% from various state agencies and 25% from other payors. As we receive Medicaid payments from more than 40 states, we do not believe that we are significantly affected by changes in reimbursement policies in any one state. Substantially all of our Medicaid payments relate to the care of children and adolescents. We believe that children and adolescents are a patient class that is less susceptible to reductions in reimbursement rates. For the year ended December 31, 2006, no single inpatient facility represented more than 4% of our revenue on a pro forma basis.

•  Experienced management team — Our senior management team has extensive experience in the health care industry. Joey A. Jacobs, our Chairman, President and Chief Executive Officer, has over 30 years of experience in various capacities in the health care industry. Our senior management operates as a cohesive, complementary group and has extensive operating knowledge of our industry and understanding of the regulatory environment in which we operate. Our senior managers employ conservative fiscal policies and have a successful track record in both operating our core business and integrating acquired assets.

•  Consistent free cash flow and minimal maintenance capital expenditure requirements — We generate consistent free cash flow by profitably operating our business, actively managing our working capital and having low maintenance capital expenditure requirements. As the behavioral health care business does not require the procurement and replacement of expensive medical equipment, our maintenance capital expenditure requirements are less than that of other facility-based health care providers. Historically, without giving pro forma effect to the Acquisition, Psychiatric Solutions’ maintenance capital expenditures have amounted to no greater than 2.0% of its revenue. In addition, our accounts receivable management is less complex than medical/surgical hospital providers because there are fewer billing codes for inpatient behavioral health care facilities.

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Our Growth Strategy

We have experienced significant growth in our operations as measured by the number of our facilities, admissions, patient days, revenue and net income. We intend to continue successfully growing our business and increasing our profitability by improving the performance of our inpatient facilities and through strategic acquisitions. The principal elements of our growth strategy are to:

•  Continue to Drive Same-Facility Growth — Psychiatric Solutions, without giving pro forma effect to the Acquisition, increased its same-facility revenue by approximately 5.7% and 9.0% for the three months ended March 31, 2007 and the year ended December 31, 2006, respectively, compared to its same-facility revenue for the three months ended March 31, 2006 and the year ended December 31, 2005. Same-facility growth refers to the comparison of the inpatient facilities owned by Psychiatric Solutions, without giving pro forma effect to the Acquisition, during a prior period with the comparable period in the subsequent period. We intend to continue to increase our same-facility growth by increasing our admissions and patient days and obtaining annual reimbursement rate increases. We plan to accomplish these goals by:

–  building and expanding relationships that enhance our presence in local and regional markets;

–  developing formal marketing initiatives and expanding referral networks;

–  continuing to provide high quality service;

–  expanding our services and developing new services to take advantage of increased demand in select markets where we operate; and

–  expanding bed capacity at our facilities to meet demand.

•  Grow Through Strategic Acquisitions — Our industry is highly fragmented and we plan to selectively pursue the acquisition of additional inpatient behavioral health care facilities. There are approximately 500 freestanding acute and residential treatment facilities in the United States and the top two providers operate approximately 34% of these facilities. We believe there are a number of acquisition candidates available at attractive valuations, and we have a number of potential acquisitions that are in various stages of development and consideration. We believe our focus on inpatient behavioral health care provides us with a strategic advantage when assessing a potential acquisition. We employ a disciplined acquisition strategy that is based on defined criteria, including quality of service, return on invested capital and strategic benefits.

•  Enhance Operating Efficiencies — Our management team has extensive experience in the operation of multi-facility health care services companies. We intend to focus on improving our profitability by optimizing staffing ratios, controlling contract labor costs and reducing supply costs through group purchasing. We believe that our focus on efficient operations increases our profitability and will attract qualified behavioral health care professionals and patients.

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The Exchange Offer

Old Notes:	On May 31, 2007, we sold to the initial purchasers $250.0 million aggregate principal amount of our 73/4% Senior Subordinated Notes due 2015, which are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of our existing domestic restricted subsidiaries. In this prospectus we refer to those senior subordinated notes as the “old notes.” The initial purchasers resold those old notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to persons other than United States persons in offshore transactions meeting the requirements of Regulation S under the Securities Act.
Registration Rights Agreement:	When we sold the old notes, we entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to provide to you and all other holders of these old notes the opportunity to exchange your unregistered old notes for substantially identical registered notes that we have registered under the Securities Act. This exchange offer is being made for that purpose.
Registered Notes:	We are offering to exchange the old notes for 73/4% Senior Subordinated Notes due 2015 that have been registered under the Securities Act, which are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of our existing domestic restricted subsidiaries. In this prospectus we refer to those registered senior subordinated notes as the “registered notes.” In this prospectus we may refer to the old notes and the registered notes collectively as the “notes.” The terms of the registered notes and the old notes are substantially identical except:
	• the registered notes will be issued in a transaction that will have been registered under the Securities Act;
	• the registered notes will not contain securities law restrictions on transfer; and
	• the registered notes will not provide for the payment of liquidated damages under circumstances relating to the timing of the exchange offer.
The Exchange Offer:	We are offering to exchange $1,000 principal amount of the registered notes for each $1,000 principal amount of your old notes. As of the date of this prospectus, $250.0 million aggregate principal amount of the old notes are outstanding. For procedures for tendering, see “The Exchange Offer — Procedures for Tendering Old Notes.”
Expiration Date:	This exchange offer will expire at 5:00 p.m., New York City time, on          , 2007, unless we extend it.
Resales of Registered Notes:	We believe that the registered notes issued pursuant to the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if:

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	• you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;
	• you are acquiring the registered notes in the ordinary course of your business;
	• you have not engaged in, do not intend to engage in and have no arrangement or understanding with any person or entity to participate in a distribution of the registered notes; and
	• you deliver a prospectus, as required by law, in connection with any resale of the registered notes; see “Plan of Distribution,” if you are a broker-dealer that receives registered notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities.
	If you are an affiliate of ours, or are engaging in or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the registered notes, then:
	• you may not rely on the applicable interpretations of the staff of the SEC;
	• you will not be permitted to tender old notes in the exchange offer; and
	• you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the old notes.
	Each participating broker-dealer that receives registered notes for its own account under the exchange offer in exchange for old notes that were acquired by the broker-dealer as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the registered notes. See “Plan of Distribution.”
	Any broker-dealer that acquired old notes directly from us may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act (including being named as a selling securityholder) in connection with any resales of the old notes or the registered notes.
Acceptance of Old Notes and Delivery of Registered Notes:	We will accept for exchange any and all old notes that are validly tendered in the exchange offer and not withdrawn before the offer expires. The registered notes will be delivered promptly following the exchange offer.
Withdrawal Rights:	You may withdraw your tender of old notes at any time before the exchange offer expires.
Conditions of the Exchange Offer:	The exchange offer is subject to certain customary conditions, which we may waive. Please see “The Exchange Offer — Conditions to the Exchange Offer” for more information regarding the conditions to the exchange offer.

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Consequences of Failure to Exchange Old Notes:	If you are eligible to participate in the exchange offer and you do not tender your old notes, then you will continue to hold your old notes and you will be subject to all the limitations and restrictions on transfer applicable to such old notes. Generally, untendered old notes will remain restricted securities and may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act. The trading market for the old notes could be adversely affected if some but not all of the old notes are tendered and accepted in the exchange offer.
Federal Income Tax Consequences:	The exchange of an old note for a registered note in the exchange offer will not be a taxable event for United States federal income tax purposes. Consequently, you will not recognize any gain or loss upon receipt of the registered notes. See “Material U.S. Federal Income Tax Considerations” for a more detailed description of the tax consequences of the exchange.
Use of Proceeds:	Neither we nor any subsidiary guarantor will receive any proceeds from the issuance of registered notes pursuant to the exchange offer.
Accounting Treatment:	We will not recognize any gain or loss for accounting purposes as a result of the exchange offer. See “The Exchange Offer — Accounting Treatment.”
Exchange Agent:	U.S. Bank National Association is the exchange agent. See “The Exchange Offer — Exchange Agent.”

The Registered Notes

The registered notes will evidence the same debt as the old notes and will be governed by the same indenture under which the old notes were issued. The summary below describes the principal terms of the registered notes. The “Description of the Registered Notes” section of this prospectus contains a more detailed description of the terms and conditions of the registered notes.

Issuer:	Psychiatric Solutions, Inc.
Securities Offered:	$250.0 million aggregate principal amount of 73/4% senior subordinated notes due 2015. The notes offered hereby have terms substantially identical to the $220.0 million principal amount of 73/4% senior subordinated notes due 2015 that we issued on July 6, 2005. We refer to our existing 73/4% senior subordinated notes due 2015 as the “Existing 73/4% Notes.”
Maturity:	The notes will mature on July 15, 2015.
Interest Rate and Payment Dates:	The notes will bear interest at the rate of 73/4% per annum. Interest on the notes will be payable semi-annually in arrears on January 15 and July 15 of each year, commencing July 15, 2007.
Guarantees:	The notes will be fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis by substantially all of our existing domestic restricted subsidiaries. For the year ended

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	December 31, 2006, on a pro forma basis after giving effect to the Transactions, our non-guarantor subsidiaries would have had revenue of $56.0 million and net income of $8.2 million and, as of March 31, 2007, would have had total assets of $107.3 million and stockholders’ equity of $44.4 million. Each of the subsidiary guarantors also guarantees our new senior secured term loans on a senior secured basis.
Ranking:	The old notes are and the registered notes will be:
	• our senior subordinated unsecured obligations;
	• subordinated in right of payment to our existing and future senior indebtedness, including our obligations under our senior secured credit facilities;
	• pari passu in right of payment with any existing and future senior subordinated indebtedness, including the Existing 73/4% Notes and the 105/8% Notes; and
	• senior in right of payment to all of our existing and future subordinated indebtedness.
	The guarantees of each subsidiary guarantor of the old notes are and the registered guarantees will be:
	• senior subordinated unsecured obligations of each subsidiary guarantor;
	• subordinated in right of payment to all existing and future senior indebtedness of such subsidiary guarantor, including such subsidiary guarantor’s guarantee under our senior secured credit facilities;
	• pari passu in right of payment with any existing and future senior subordinated indebtedness of such subsidiary guarantor, including such subsidiary guarantor’s guarantee of our Existing 73/4% Notes and the 105/8% Notes; and
	• senior in right of payment to all of such subsidiary guarantor’s existing and future subordinated indebtedness.
	As of March 31, 2007, on a pro forma basis after giving effect to the Transactions:
	• we would have had outstanding senior indebtedness of $727.2 million;
	• our subsidiary guarantors would have guaranteed senior indebtedness of $693.2 million, which would have consisted of guarantees of our borrowings under our senior secured credit facilities and capital leases; and
	• our non-guarantor subsidiaries would have had $62.9 million of liabilities outstanding.
Optional Redemption:	Prior to July 15, 2010, we may from time to time redeem all or a portion of the notes by paying a special “make-whole” premium specified in this prospectus under “Description of the Registered Notes — Optional Redemption.”

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	At any time on or after July 15, 2008, we may from time to time redeem all or a portion of the notes at the redemption prices specified in this prospectus under “Description of the Registered Notes — Optional Redemption.”
	In addition, at any time prior to July 15, 2008, we may also redeem up to 35% of the aggregate principal amount of the notes issued under the indenture with the net cash proceeds of certain equity offerings, at a price equal to 107.75% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the redemption date; provided that at least 65% of the aggregate principal amount of the notes remains outstanding after the redemption.
Covenants:	The indenture governing the notes, among other things, limits the ability of us and our restricted subsidiaries to:
	• incur additional indebtedness and issue preferred stock;
	• pay dividends or make other distributions;
	• make other restricted payments and investments;
	• create liens;
	• incur restrictions on the ability of restricted subsidiaries to pay dividends or make other payments;
	• sell assets, including capital stock of restricted subsidiaries;
	• merge or consolidate with other entities; and
	• enter into transactions with affiliates.
	Each of the covenants is subject to a number of important exceptions and qualifications. See “Description of the Registered Notes — Certain Covenants.”
Change of Control:	Following a change of control (as defined under “Description of the Registered Notes”), we will be required to offer to purchase all of the notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
Absence of a Public Market for the Notes:	The registered notes are new securities for which there is currently no market. The initial purchasers of the old notes have informed us that they intend to make a market in the registered notes, but they are not obligated to do so and they may discontinue market-making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the registered notes will develop or be maintained.
Use of Proceeds:	We used the net proceeds from the original note offering to pay a portion of the cash purchase price for the Acquisition, repay Horizon Health’s revolving credit facility, tender for our existing 105/8% Notes (including the related premium) and pay related fees and expenses.

For a discussion of certain risks that should be considered in connection with an investment in the registered notes, see “Risk Factors.”

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Summary Unaudited Pro Forma Condensed Combined Financial and Operating Data

The following unaudited pro forma condensed combined financial information was prepared using the historical consolidated financial statements of Psychiatric Solutions, Horizon Health and those entities we acquired since the beginning of the respective period presented. The following table sets forth our unaudited pro forma condensed combined financial information, giving effect to the Transactions and to acquisitions completed since the beginning of the respective period presented as if they had occurred on the dates indicated and after giving effect to certain pro forma adjustments discussed herein.

The adjustments necessary to fairly present the unaudited pro forma condensed combined financial information have been made based on available information and in the opinion of management are reasonable. Assumptions underlying the pro forma adjustments are described in the notes to the “Unaudited Pro Forma Condensed Combined Financial Information” appearing in our Current Report on Form 8-K, filed with the SEC on July 6, 2007 and incorporated herein by reference, which should be read in conjunction with this unaudited pro forma condensed combined financial data. The pro forma adjustments are preliminary and revisions to the preliminary purchase price allocations and financing of the Transactions may have a significant impact on the pro forma adjustments. A final valuation of net assets acquired in the Acquisition cannot be made prior to the date of this prospectus. A final determination of these fair values will be conducted by our independent valuation specialists. The consideration of this valuation will most likely result in a change in the value assigned to certain fixed and intangible assets acquired from Horizon Health.

The unaudited pro forma condensed combined financial information is for comparative purposes only and do not purport to represent what our financial position or results of operations would actually have been had the events noted above in fact occurred on the assumed dates or to project our financial position or results of operations for any future date or future period. The unaudited pro forma condensed combined financial statements should be read in conjunction with the “Selected Consolidated Financial and Operating Data — Psychiatric Solutions,” “Selected Consolidated Financial and Operating Data — Horizon Health” and Alternative Behavioral Services Inc., or ABS, included elsewhere in this prospectus, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Psychiatric Solutions and Horizon Health, each incorporated by reference in this prospectus.

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			Three Months
	Year Ended		Ended
	December 31,		March 31,
	2006		2007
	(Dollars in thousands)
Income Statement Data(1):
Revenue	$	1,555,418	$	395,149
Expenses:
Salaries, wages and employee benefits		859,348		220,281
Professional fees		148,173		38,572
Supplies		83,401		21,688
Rentals and leases		20,826		5,814
Other operating expenses		174,693		39,339
Provision for doubtful accounts		31,186		9,950
Depreciation and amortization		31,552		8,660
Interest expense, net		88,995		22,344
Other expenses(2)		254		(12	)
Total expenses		1,438,428		366,636
Income from continuing operations before income taxes		116,990		28,513
Provision for income taxes		44,152		10,920
Income from continuing operations	$	72,838	$	17,593
Balance Sheet Data (End of Period)(1):
Cash and cash equivalents			$	17,655
Working capital				149,236
Property and equipment, net				661,926
Total assets				2,120,961
Total debt				1,204,068
Stockholders’ equity				660,651
Other Financial Data(1):
Capital expenditures	$	40,857	$	10,951
Operating Data(1):
Number of facilities(3)		89		90
Owned(3)		79		80
Leased		10		10
Number of beds(3)		9,985		9,991
Admissions		135,515		38,247
Patient days		2,310,814		650,747
Average length of stay		17		17

(1) The unaudited pro forma condensed combined income statements for the year ended December 31, 2006 and the three months ended March 31, 2007 assume that the Transactions and any acquisitions completed since the beginning of the respective period presented took place on the first day of the period presented. The unaudited pro forma condensed combined income statement for the year ended December 31, 2006 combines Psychiatric Solutions’ audited consolidated income statement for the fiscal year ended December 31, 2006 with the unaudited consolidated income statement of Horizon Health for the twelve months ended November 30, 2006 and unaudited income statements of the entities acquired since January 1, 2006

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	for the period after January 1, 2006 but prior to the closing date of the acquisition. The unaudited pro forma condensed combined income statement for the three months ended March 31, 2007 combines Psychiatric Solutions’ unaudited consolidated income statement for the three months ended March 31, 2007 with the unaudited consolidated income statement of Horizon Health for the three months ended February 28, 2007. The unaudited pro forma condensed combined balance sheet as of March 31, 2007 assumes that the Transactions took place on March 31, 2007 and combines Psychiatric Solutions’ unaudited balance sheet as of March 31, 2007 with the unaudited balance sheet of Horizon Health as of February 28, 2007.
(2)	Other expenses include minority interest relating to a joint venture in which Horizon Health holds a controlling interest of $254 and $(12) for the year ended December 31, 2006 and the three months ended March 31, 2007, respectively.
(3)	In 2006, Horizon Health purchased Lighthouse Care Center of Berkeley County, a 30-bed facility located in Summerville, South Carolina, as part of a multi-facility acquisition, but the facility is not currently in operation.

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Summary Historical Financial and Operating Data

Psychiatric Solutions

The following table sets forth summary historical financial and operating data of Psychiatric Solutions for, or as of the end of, each of the years ended December 31, 2004, 2005 and 2006 and each of the three months ended March 31, 2006 and 2007. The summary historical financial data as of and for each of the years ended December 31, 2004, 2005 and 2006 were derived from the audited consolidated financial statements of Psychiatric Solutions incorporated by reference in this prospectus. The summary historical financial data as of and for the three months ended March 31, 2006 and 2007 were derived from the unaudited condensed consolidated financial statements of Psychiatric Solutions incorporated by reference in this prospectus. These unaudited condensed consolidated financial statements include all adjustments necessary (consisting of normal recurring accruals) for a fair presentation of the financial position and the results of operations for these periods. Operating results for the three months ended March 31, 2007 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2007. You should read this table in conjunction with Psychiatric Solutions’ consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in this prospectus.

							Three Months
	Year Ended December 31,						Ended March 31,
	2004		2005		2006		2006		2007
			(Dollars in thousands)
Income Statement Data:
Revenue	$	470,969	$	715,324	$	1,026,490	$	242,312	$	323,718
Costs and expenses:
Salaries, wages and employee benefits		254,897		392,309		580,223		139,798		180,999
Other operating expenses(1)		143,560		202,229		266,367		63,799		85,923
Provision for doubtful accounts		10,794		13,498		19,586		4,766		6,706
Depreciation and amortization		9,808		14,738		20,619		4,744		6,298
Interest expense		18,964		27,056		40,307		9,208		14,386
Other expenses(2)		6,407		21,871		—		—		—
Total costs and expenses		444,430		671,701		927,102		222,315		294,312
Income from continuing operations before income taxes	$	26,539	$	43,623	$	99,388	$	19,997	$	29,406
Net income	$	16,801	$	27,154	$	60,632	$	12,192	$	18,125
Balance Sheet Data (End of Period):
Cash and cash equivalents	$	33,451	$	54,700	$	18,541	$	25,656	$	15,669
Working capital		39,843		138,844		103,287		134,389		120,618
Property and equipment, net		217,927		378,162		543,806		403,592		562,473
Total assets		496,684		1,175,031		1,581,196		1,196,967		1,623,497
Total debt		174,336		482,389		743,307		486,259		763,678
Stockholders’ equity		244,515		539,712		627,779		562,248		666,272
Other Financial Data:
Capital expenditures	$	17,201	$	21,750	$	33,816	$	5,513	$	9,872
Net cash provided by continuing operating activities		39,865		79,553		122,000		9,249		5,278

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							Three Months
	Year Ended December 31,						Ended March 31,
	2004		2005		2006		2006		2007
Operating Data:
Number of facilities		34		55		74		58		75
Owned		27		47		66		51		67
Leased		7		8		8		7		8
Number of licensed beds		4,295		6,389		8,394		6,674		8,390
Admissions		49,484		77,097		107,199		26,937		32,571
Patient days		996,840		1,392,877		1,871,244		446,054		556,911
Average length of stay		20		18		17		17		17

(1)	Other operating expenses include other operating expenses, professional fees, supplies expense and rent expense. Rent expense was $8,876, $11,450, $13,685, $3,347 and $4,637 for each of the years ended December 31, 2004, 2005 and 2006, and the three months ended March 31, 2006 and 2007, respectively.
(2)	Other expenses include loss on refinancing of $6,407 and $21,871 for the years ended December 31, 2004 and 2005, respectively.

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Horizon Health

The following table sets forth summary historical financial and operating data of Horizon Health for, or as of the end of, the year ended August 31, 2006 and each of the six months ended February 28, 2006 and 2007. The summary historical financial data as of and for the year ended August 31, 2006 were derived from the audited consolidated financial statements of Horizon Health incorporated by reference in this prospectus. The summary historical financial data as of and for the six months ended February 28, 2006 and 2007 were derived from the unaudited condensed consolidated financial statements of Horizon Health incorporated by reference in this prospectus. These unaudited condensed consolidated financial statements include all adjustments necessary (consisting of normal recurring accruals) for a fair presentation of the financial position and the results of operations for these periods. Operating results for the six months ended February 28, 2007 are not necessarily indicative of the results that may be expected for the full year ending August 31, 2007. You should read this table in conjunction with Horizon Health’s consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference in this prospectus.

	Year Ended		Six Months Ended
	August 31,		February 28,
	2006		2006			2007
	(Dollars in thousands)
Income Statement Data:
Revenue	$	274,961	$	123,034		$	145,205
Cost of services		211,096		96,355			109,868
Selling, general and administrative		26,605		13,835			12,965
Cost associated with pending merger transaction		—		—			2,145
Provision for doubtful accounts		6,256		1,775			5,605
Depreciation and amortization		5,529		2,424			3,329
Interest and other expense, net		5,196		695			4,511
Income before income taxes, minority interest and discontinued operations	$	20,279	$	7,950		$	6,782
Net income	$	12,122	$	4,858		$	3,770
Balance Sheet Data (End of Period):
Cash and short-term investments	$	3,043	$	3,425		$	1,986
Working capital		28,441		66,000			30,868
Intangible assets		150,600		143,378			153,130
Total assets		317,640		304,632			319,025
Total debt		106,005		111,000			103,071
Stockholders’ equity		159,456		150,013			164,571
Other Financial Data:
Capital expenditures	$	7,490	$	2,921		$	2,195
Net cash provided by (used in) continuing operating activities		13,121		(1,479	)		5,287
Operating Data:
Number of facilities(1)		15		15			15
Owned(1)		13		13			13
Leased		2		2			2
Number of licensed beds(1)		1,576		1,526			1,601
Admissions		18,984		7,536			11,571
Patient days		299,797		109,317			188,495
Average length of stay		16		15			16

(1) In 2006, Horizon Health purchased Lighthouse Care Center of Berkeley County, a 30-bed facility located in Summerville, South Carolina, as part of a multi-facility acquisition, but the facility is not currently in operation.

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RISK FACTORS

You should carefully consider the following risk factors and all other information contained and incorporated by reference in this prospectus before deciding to participate in the exchange offer. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations, cash flow or ability to make payments on the notes.

Risks Related to Us and Our Business

If we fail to comply with extensive laws and government regulations, we could suffer penalties, lose our licenses or be excluded from health care programs.

The health care industry is required to comply with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things:

•  billing for services;

•  relationships with physicians and other referral sources;

•  adequacy of medical care;

•  quality of medical equipment and services;

•  qualifications of medical and support personnel;

•  confidentiality, maintenance and security issues associated with health-related information and medical records;

•  licensure;

•  hospital rate or budget review;

•  operating policies and procedures; and

•  addition of facilities and services.

Among these laws are the portions of the Social Security Act commonly known as the Anti-Kickback Statute, and a provision of the Social Security Act commonly known as the Stark Law. These laws impact the relationships that we may have with physicians and other referral sources. The Office of Inspector General of the Department of Health and Human Services, or OIG, has enacted safe harbor regulations that outline practices that are deemed protected from prosecution under the Anti-Kickback Statute. Our current financial relationships with physicians and other referral sources may not qualify for safe harbor protection under the Anti-Kickback Statute. Failure to meet a safe harbor does not mean that the arrangement automatically violates the Anti-Kickback Statute, but may subject the arrangement to greater scrutiny. Further, we cannot guarantee that practices that are outside of a safe harbor will not be found to violate the Anti-Kickback Statute.

If we fail to comply with the Anti-Kickback Statute, the Stark Law or other applicable laws and regulations, we could be subjected to criminal penalties, civil penalties and exclusion of one or more of our inpatient facilities from participation in the Medicare, Medicaid and other federal and state health care programs. In addition, if we do not operate our inpatient facilities in accordance with applicable law, our inpatient facilities may lose their licenses or the ability to participate in third party reimbursement programs.

Because of the nature of these laws and regulations, we do not always have the benefit of significant regulatory or judicial interpretation of these laws and regulations. In the future, different interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of impropriety or illegality or could require us to make changes in our inpatient facilities, equipment, personnel, services, capital expenditure programs and operating expenses. A determination that we have violated these laws, or the public announcement that we are being investigated for possible violations of these laws, could have a material adverse effect on our business, financial condition, results of operations or prospects and our business reputation could suffer significantly. In addition, we are unable to predict whether other legislation or

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regulations at the federal or state level will be adopted or the effect any such future legislation or regulations will have on us.

If federal or state health care programs or managed care companies reduce reimbursement rates for services provided, revenue may decline.

A large portion of our revenue comes from the Medicare and Medicaid programs. In recent years, federal and state governments have made significant changes in these programs. On November 3, 2004, the Centers for Medicare and Medicaid Services, or CMS, announced final regulations adopting a prospective payment system, or PPS, for services provided by inpatient behavioral health care facilities. Inpatient behavioral health care facilities historically have been reimbursed based on reasonable cost, subject to a discharge ceiling. For cost reporting periods after January 1, 2005, CMS began to phase in PPS over a three-year period, which pays inpatient behavioral health care facilities a per diem base rate. During the three-year phase-in period, CMS has agreed to a stop-loss provision that guarantees that a provider will receive at least 70% of the amount it would have been paid under the cost-based reimbursement system.

The per diem base rate is adjusted by factors that influence the cost of an individual patient’s care, such as diagnosis related group, certain other medical and psychiatric comorbidities (i.e., other coexisting conditions that may complicate treatment) and age. The per diem amounts are calculated in part based on national averages, but are adjusted for specific facility characteristics that increase the cost of patient care. The base rate per diem is intended to compensate a facility for costs incurred to treat a patient with a particular diagnosis, including nearly all labor and non-labor costs of furnishing covered inpatient behavioral health care services as well as routine, ancillary and capital costs. Payment rates for individual inpatient facilities are adjusted to reflect geographic differences in wages and allow additional outlier payments for expenses associated with extraordinary cases. Additionally, rural providers receive an increased payment adjustment. Medicare pays this per diem amount, as adjusted, regardless of whether it is more or less than a facility’s actual costs. The per diem does not, however, include the costs of bad debt and certain other costs that are paid separately. Future federal and state legislation may reduce the payments we receive for our services.

Substantially all of the patients admitted to the programs for which we provide unit management services are eligible for Medicare coverage. As a result, the providers rely upon payment from Medicare for the services. Many of the patients are also eligible for Medicaid payments. To the extent that a hospital deems revenue for a program we manage to be inadequate, it may seek to terminate its contract with us or not renew the contract. Similarly, we may not add new unit management contracts if prospective customers do not believe that such programs will generate sufficient revenue.

Under Medicare and certain Medicaid programs, hospital companies currently are required to file, on a timely basis, cost reports. Such cost reports are subject to amending, reopening and appeal rights, which could materially affect historical costs recognized and reimbursement received from such payors.

Insurance and managed care companies and other third parties from whom we receive payment are increasingly attempting to control health care costs by requiring that facilities discount their fees in exchange for exclusive or preferred participation in their benefit plans. This trend may continue and may reduce the payments received by us for our services.

Other companies within the health care industry continue to be the subject of federal and state investigations, which increases the risk that we may become subject to investigations in the future.

Both federal and state government agencies as well as private payors have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of health care organizations. These investigations relate to a wide variety of topics, including:

•  cost reporting and billing practices;

•  quality of care;

•  financial relationships with referral sources;

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•  medical necessity of services provided; and

•  treatment of indigent patients, including emergency medical screening and treatment requirements.

The OIG and the U.S. Department of Justice have, from time to time, undertaken national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse. Moreover, health care providers are subject to civil and criminal false claims laws, including the federal False Claims Act, which allows private parties to bring whistleblower lawsuits against private companies doing business with or receiving reimbursement under federal health care programs. Some states have adopted similar state whistleblower and false claims provisions. Publicity associated with the substantial amounts paid by other health care providers to settle these lawsuits may encourage our current and former employees and other health care providers to bring whistleblower lawsuits. Any investigations of us or our executives or managers could result in significant liabilities or penalties as well as adverse publicity.

As a provider of health care services, we are subject to claims and legal actions by patients and others.

We are subject to medical malpractice and other lawsuits due to the nature of the services we provide. Facilities acquired by us may have unknown or contingent liabilities, including liabilities related to patient care and liabilities for failure to comply with health care laws and regulations, which could result in large claims and significant defense costs. Although we generally seek indemnification covering these matters from prior owners of facilities we acquire, material liabilities for past activities of acquired facilities may exist and such prior owners may not be able to satisfy their indemnification obligations. We are also susceptible to being named in claims brought related to patient care and other matters at inpatient facilities owned by third parties and operated by us.

To protect ourselves from the cost of these claims, professional malpractice liability insurance and general liability insurance coverage is maintained in amounts and with retention common in the industry. We have professional and general liability insurance in umbrella form for claims in excess of a $3.0 million self-insured retention with an insured excess limit of $50.0 million for all of its inpatient facilities. The self-insured reserves for professional and general liability risks are calculated based on historical claims, demographic factors, industry trends, severity factors and other actuarial assumptions calculated by an independent third-party actuary. This self-insured reserve is discounted to its present value using a 5% discount rate. This estimated accrual for professional and general liabilities could be significantly affected should current and future occurrences differ from historical claim trends and expectations. We have utilized our captive insurance company to manage the self-insured retention. While claims are monitored closely when estimating professional and general liability accruals, the complexity of the claims and wide range of potential outcomes often hampers timely adjustments to the assumptions used in these estimates. There are no assurances that our insurance will cover all claims (e.g., claims for punitive damages) or that claims in excess of our insurance coverage will not arise. A successful lawsuit against us that is not covered by, or is in excess of, our insurance coverage may have a material adverse effect on our business, financial condition and results of operations. This insurance coverage may not continue to be available at a reasonable cost, especially given the significant increase in insurance premiums generally experienced in the health care industry.

We may be required to spend substantial amounts to comply with legislative and regulatory initiatives relating to privacy and security of patient health information and standards for electronic transactions.

There are currently numerous legislative and regulatory initiatives at the federal and state levels addressing patient privacy and security concerns. In particular, federal regulations issued under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, require our facilities to comply with standards to protect the privacy, security and integrity of health care information. These regulations have imposed extensive administrative requirements, technical and physical information security requirements, restrictions on the use and disclosure of individually identifiable patient health and related financial information and have provided patients with additional rights with respect to their health information. Compliance with these regulations requires substantial expenditures, which could negatively impact our financial condition

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and results of operations. In addition, our management has spent, and may spend in the future, substantial time and effort on compliance measures.

HIPAA also mandates the use of standard formats for electronic transactions and establishing standard unique health identifiers. As of May 23, 2007, all health care providers that participate in the federal health care programs, including our inpatient facilities, are required to have obtained a National Provider Identifier to be used in standard transactions instead of other numerical identifiers. We cannot predict whether our inpatient facilities will experience payment delays during the transition to the new identifiers.

Violations of the privacy and security regulations could subject our inpatient facilities to civil penalties of up to $25,000 per calendar year for each provision contained in the privacy and security regulations that is violated and criminal penalties of up to $250,000 per violation for certain other violations. Because there is no significant history of enforcement efforts by the federal government at this time, it is not possible to ascertain the likelihood of enforcement efforts in connection with these regulations or the potential for fines and penalties that may result from the violation of the regulations.

If competition decreases our ability to acquire additional inpatient facilities on favorable terms, we may be unable to execute our acquisition strategy.

An important part of our business strategy is to acquire inpatient facilities in growing markets. Some inpatient facilities and health care providers that compete with us have greater financial resources and a larger development staff focused on identifying and completing acquisitions. In addition, some competitors are owned by governmental agencies or not-for-profit corporations supported by endowments and charitable contributions and can finance capital expenditures on a tax-exempt basis. Any or all of these factors may impede our business strategy.

Covenant restrictions under our senior secured credit facilities and the indenture governing the notes may limit our ability to operate our business.

Our senior secured credit facilities and the indenture governing the notes contain, among other things, covenants that may restrict our and our subsidiary guarantors’ ability to finance future operations or capital needs or to engage in other business activities. These debt instruments restrict, among other things, our ability and the ability of our subsidiaries to:

•  incur additional indebtedness and issue preferred stock;

•  pay dividends or make other distributions;

•  make other restricted payments and investments;

•  create liens;

•  incur restrictions on our ability or the ability of our restricted subsidiaries to pay dividends or make other payments;

•  sell assets, including capital stock of our restricted subsidiaries;

•  merge or consolidate with other entities; and

•  engage into transactions with affiliates.

In addition, our senior secured credit facilities require us to maintain specified financial ratios and tests which may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. Events beyond our control, including changes in general business and economic conditions, may affect our ability to meet those financial ratios and tests. We cannot assure you that we will meet those ratios and tests or that the lenders under our senior secured credit facilities will waive any failure to meet those ratios and tests. A breach of any of these covenants would result in a default under our senior secured credit facilities and any resulting acceleration thereunder may result in a default under the indenture governing the

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notes. If an event of default under our senior secured credit facilities occurs, the lenders could elect to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable.

Additional financing may be necessary to fund our acquisition strategy and capital expenditures, and such financing may not be available when needed.

Our acquisition program requires substantial capital resources. Likewise, the operation of existing inpatient facilities requires ongoing capital expenditures for renovation, expansion and the upgrade of equipment and technology.

In connection with our acquisition of the capital stock of ABS on December 1, 2006, we incurred additional indebtedness to finance the $210 million purchase price. In addition, we incurred significant additional indebtedness to finance the Acquisition. This may adversely impact our ability to obtain additional financing for future acquisitions and/or capital expenditures on satisfactory terms. In addition, the terms of our outstanding indebtedness as well as our level of indebtedness at any time may restrict our ability to borrow additional funds. If we are not able to obtain additional financing, then we may not be in a position to consummate acquisitions or undertake capital expenditures.

Recently acquired businesses and businesses acquired in the future will expose us to increased operating risks.

During 2006, we completed the acquisitions of 19 inpatient facilities with an aggregate of 1,900 beds including the December 1, 2006 purchase of the capital stock of ABS, which owns and operates nine inpatient facilities.

During January 2007, we completed the acquisition of Three Rivers Behavioral Health, an 86-bed inpatient facility located in Columbia, South Carolina.

On May 31, 2007, we acquired all of the outstanding capital stock of Horizon Health, which owns and operates 15 inpatient facilities with an aggregate of approximately 1,600 beds, in a transaction valued at $426 million. As part of the acquisition, we repaid the outstanding balance on Horizon Health’s revolving credit facility and assumed an approximately $7.0 million mortgage loan insured by HUD.

This expansion exposes us to additional business and operating risk and uncertainties, including:

•  our ability to effectively manage the expanded activities;

•  our ability to realize our investment in the increased number of inpatient facilities;

•  our exposure to unknown liabilities; and

•  our ability to meet contractual obligations.

If we are unable to manage this expansion efficiently or effectively, or are unable to attract and retain additional qualified management personnel to run the expanded operations, it could have a material adverse effect on our business, financial condition and results of operations.

If we fail to integrate or improve, where necessary, the operations of acquired inpatient facilities, we may be unable to achieve our growth strategy.

We may be unable to maintain or increase the profitability of, or operating cash flows at, an existing behavioral health care facility or other acquired inpatient facility, effectively integrate the operations of an acquired facility or otherwise achieve the intended benefit of our growth strategy. To the extent that we are unable to enroll in third party payor plans in a timely manner following an acquisition, we may experience a decrease in cash flow or profitability.

Hospital acquisitions generally require a longer period to complete than acquisitions in many other industries and are subject to additional regulatory uncertainty. Many states have adopted legislation regarding the sale or other disposition of facilities operated by not-for-profit entities. In other states that do not have specific legislation, the attorneys general have demonstrated an interest in these transactions under their

21

general obligations to protect charitable assets from waste. These legislative and administrative efforts focus primarily on the appropriate valuation of the assets divested and the use of the proceeds of the sale by the non-profit seller. In addition, the acquisition of facilities in certain states requires advance regulatory approval under “certificate of need” or state licensure regulatory regimes. These state-level procedures could seriously delay or even prevent us from acquiring inpatient facilities, even after significant transaction costs have been incurred.

We depend on our relationships with physicians and other health care professionals who provide services at our inpatient facilities.

Our business depends upon the efforts and success of the physicians and other health care professionals who provide health care services at our inpatient facilities and the strength of the relationships with these physicians and other health care professionals.

Our business could be adversely affected if a significant number of physicians or a group of physicians:

•  terminate their relationship with, or reduce their use of, our inpatient facilities;

•  fail to maintain acceptable quality of care or to otherwise adhere to professional standards;

•  suffer damage to their reputation; or

•  exit the market entirely.

We depend on our key management personnel.

We are highly dependent on our senior management team, which has many years of experience addressing the broad range of concerns and issues relevant to our business. Our senior management team includes talented managers of our divisions, who have extensive experience in all aspects of health care. We have entered into an employment agreement with Joey A. Jacobs, our Chief Executive Officer and President, which includes severance, non-competition and non-solicitation provisions. Key man life insurance policies are not maintained on any member of senior management. The loss of key management or the inability to attract, retain and motivate sufficient numbers of qualified management personnel could have a material adverse effect on us and our business.

Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

Each year we are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. During the course of our annual testing we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price.

Risks Related to the Exchange Offer and the Registered Notes

You may have difficulty selling the old notes that you do not exchange.

If you do not exchange your old notes for the registered notes offered in this exchange offer, then you will continue to be subject to the restrictions on the transfer of your old notes. Those transfer restrictions are described in the indenture governing the notes and in the legend contained on the old notes, and arose because

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we originally issued the old notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.

In general, you may offer or sell your old notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. After the consummation of the exchange offer, we do not intend to register any remaining old notes under the Securities Act.

If a large number of old notes are exchanged for registered notes in the exchange offer, then it may be more difficult for you to sell your unexchanged old notes. Additionally, if you do not exchange your old notes in the exchange offer, then you will no longer be entitled to have those notes registered under the Securities Act. See “The Exchange Offer — Consequences of Failure to Exchange Old Notes.”

Our substantial indebtedness could adversely affect our financial health and our ability to fulfill our obligations under the notes.

As of March 31, 2007, our total consolidated indebtedness, on a pro forma basis after giving effect to the Transactions, was approximately $1,204.1 million. Our indebtedness could have important consequences to you, including:

•  making it more difficult for us to satisfy our obligations with respect to the notes;

•  increasing our vulnerability to general adverse economic and industry conditions;

•  requiring that a portion of our cash flow from operations be used for the payment of interest on our debt, thereby reducing our ability to use our cash flow to fund working capital, capital expenditures, acquisitions and general corporate requirements;

•  limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions and general corporate requirements;

•  limiting our flexibility in planning for, or reacting to, changes in our business and the health care industry; and

•  placing us at a competitive disadvantage to our competitors that have less indebtedness.

We and our subsidiaries may be able to incur additional indebtedness in the future, including secured indebtedness. The indenture governing the notes does not fully prohibit us or our subsidiaries from doing so. If new indebtedness is added to our and our subsidiaries’ current indebtedness levels, the related risks that we and they now face could intensify.

Our business and financial results depend on our ability to generate sufficient cash flow to service our debt or refinance our indebtedness on commercially reasonable terms.

Our ability to make payments on and to refinance our debt and fund planned expenditures depends on our ability to generate cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations or that future borrowings will be available to us under our senior secured credit facilities in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs. We cannot assure you that we will be able to refinance our borrowing arrangements or any other outstanding debt on commercially reasonable terms or at all. Refinancing our borrowing arrangements could cause us to:

•  pay interest at a higher rate;

•  be subject to additional or more restrictive covenants than those outlined above; and

•  grant additional security interests in our collateral.

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Our inability to generate sufficient cash flow to service our debt or refinance our indebtedness on commercially reasonable terms would have a material adverse effect on our business and results of operations.

As a holding company, we rely on payments from our subsidiaries in order for us to make payments on the notes.

We are a holding company with no significant operations of our own. Because our operations are conducted through our subsidiaries, we depend on dividends, loans, advances and other payments from our subsidiaries in order to allow us to satisfy our financial obligations. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts to us, whether by dividends, loans, advances or other payments. The ability of our subsidiaries to pay dividends and make other payments to us depends on their earnings, capital requirements and general financial conditions and is restricted by, among other things, applicable corporate and other laws and regulations as well as, in the future, agreements to which our subsidiaries may be a party. Although our subsidiary guarantors are guaranteeing the notes, each guarantee is subordinated to all senior debt of the relevant subsidiary guarantor.

Your right to receive payments on the notes and subsidiary guarantees is subordinated to our senior debt and the senior debt of our subsidiary guarantors.

Payment on the notes and subsidiary guarantees will be subordinated in right of payment to all of our and the subsidiary guarantors’ current and future senior indebtedness, including our and the subsidiary guarantors’ obligations under our senior secured credit facilities. As a result, upon any distribution of our assets to our creditors or the subsidiary guarantors’ creditors in a bankruptcy, liquidation, reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of our and the subsidiary guarantors’ senior debt will be entitled to be paid in full in cash before any payment may be made on the notes or the related subsidiary guarantees. We and the subsidiary guarantors may not have sufficient funds to pay all of our creditors, and holders of the notes may receive less, ratably, than the holders of our senior indebtedness or other creditors. In addition, all payments on the notes and the related subsidiary guarantees will be blocked in the event of a payment default on our designated senior indebtedness and may be blocked for up to 179 consecutive days in the event of certain defaults other than payment defaults on our designated senior indebtedness.

As of March 31, 2007, on a pro forma basis after giving effect to the Transactions, the notes would have been subordinated to approximately $727.2 million of senior indebtedness. In connection with the Financing Transactions, we obtained additional senior secured term loans of $225.0 million. In addition, the indenture governing the notes and our senior secured credit facilities permit us and the subsidiary guarantors, subject to specified limitations, to incur additional indebtedness, some or all of which may be senior indebtedness. All amounts outstanding from time to time under our senior secured credit facilities will be designated senior indebtedness.

A subsidiary guarantee could be voided or subordinated because of federal bankruptcy law or comparable state law provisions.

Our obligations under the notes are guaranteed by substantially all of our existing domestic restricted subsidiaries. Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, one or more of the subsidiary guarantees could be voided or claims against a subsidiary guarantee could be subordinated to all other debts of that subsidiary guarantor if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of the subsidiary guarantee and:

•  was insolvent or rendered insolvent by reason of such incurrence; or

•  was engaged in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

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•  intended to incur, or believed that it would incur, debts beyond its ability to pay its debts as they mature.

In addition, any payment by that subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor.

The measure of insolvency for purposes of fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•  the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•  it could not pay its debts as they become due.

We cannot be sure which standards a court would use to determine whether or not the subsidiary guarantors were solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the subsidiary guarantee would not be voided or the subsidiary guarantee would not be subordinated to that subsidiary guarantor’s other debt. If the subsidiary guarantees were legally challenged, any subsidiary guarantee could also be subject to the claim that the obligations of the applicable subsidiary guarantor were incurred for less than fair consideration, since the subsidiary guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor.

A court could thus void the obligations under the subsidiary guarantee or subordinate the subsidiary guarantee to the applicable subsidiary guarantor’s other debt or take other action detrimental to holders of the notes.

We may be unable to repurchase the notes if we experience a change of control.

If we were to experience a change of control, as that term is defined in the indenture governing the notes, we will be required to offer to purchase all of the outstanding notes. Our failure to repay holders tendering notes upon a change of control will result in an event of default under the notes. The events that constitute a change of control, or an event of default, under the notes may also result in an event of default under our senior secured credit facilities, which may result in the acceleration of the indebtedness under those facilities requiring us to repay that indebtedness immediately. If a change of control were to occur, we cannot assure you that we would have sufficient funds to repay debt outstanding under our senior secured credit facilities or to purchase the notes. We expect that we would require additional financing from third parties to fund any such purchases, and we cannot assure you that we would be able to obtain financing on satisfactory terms or at all.

No public market exists for the notes, and the offering and resale of the notes are subject to significant legal restrictions as well as uncertainties regarding the liquidity of the trading market for the notes.

The notes are a new issue of securities with no established trading market. We do not intend to list the notes for trading on any stock exchange or arrange for any quotation system to quote prices for them. The initial purchasers have informed us that they intend to make a market in the notes after this exchange offer is completed. The initial purchasers are not obligated to do so, however, and may cease market-making activities at any time. As a result, we cannot assure you that an active trading market will develop or continue for the notes.

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THE EXCHANGE OFFER

Purpose and Effect; Registration Rights

We sold the old notes on May 31, 2007 in transactions exempt from the registration requirements of the Securities Act. Therefore, the old notes are subject to significant restrictions on resale. In connection with the issuance of the old notes, we entered into a registration rights agreement, which required that we and the subsidiary guarantors:

•  file with the SEC a registration statement under the Securities Act relating to the exchange offer and the issuance and delivery of the registered notes in exchange for the old notes;

•  use our best efforts to cause the SEC to declare the exchange offer registration statement effective under the Securities Act; and

•  use our best efforts to consummate the exchange offer not later than 30 business days following the effective date of the exchange offer registration statement.

If you participate in the exchange offer, you will, with limited exceptions, receive registered notes that are freely tradable and not subject to restrictions on transfer. You should see “— Resales of Registered Notes” for more information relating to your ability to transfer registered notes.

If you are eligible to participate in the exchange offer and do not tender your old notes, you will continue to hold the untendered old notes, which will continue to be subject to restrictions on transfer under the Securities Act.

The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The above summary of the registration rights agreement is not complete and is subject to, and qualified by reference to, all the provisions of the registration rights agreement. A copy of the registration rights agreement has been incorporated by reference as an exhibit to the registration statement that includes this prospectus.

Terms of the Exchange Offer

We are offering to exchange $250.0 million in aggregate principal amount of our 73/4% Senior Subordinated Notes due 2015 that have been registered under the Securities Act for a like aggregate principal amount of our outstanding unregistered 73/4% Senior Subordinated Notes due 2015.

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all old notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of registered notes in exchange for each $1,000 principal amount of outstanding old notes we accept in the exchange offer. You may tender some or all of your old notes under the exchange offer. However, the old notes are issuable in authorized denominations of $1,000 and integral multiples thereof. Accordingly, old notes may be tendered only in denominations of $1,000 and integral multiples thereof. The exchange offer is not conditioned upon any minimum amount of old notes being tendered.

The form and terms of the registered notes will be the same as the form and terms of the old notes, except that:

•  the registered notes will be registered with the SEC and thus will not be subject to the restrictions on transfer or bear legends restricting their transfer;

•  all of the registered notes will be represented by global notes in book-entry form unless exchanged for notes in definitive certificated form under the limited circumstances described under “Description of the Registered Notes — Form of Registered Notes”; and

•  the registered notes will not provide for registration rights and the payment of liquidated damages under circumstances relating to the timing of the exchange offer.

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The registered notes will evidence the same debt as the old notes and will be issued under, and be entitled to the benefits of, the indenture governing the old notes.

The registered notes will accrue interest from the most recent date to which interest has been paid on the old notes or, if no interest has been paid, from the date of issuance of the old notes. Accordingly, registered holders of registered notes on the record date for the first interest payment date following the completion of the exchange offer will receive interest accrued from the most recent date to which interest has been paid on the old notes or, if no interest has been paid, from the date of issuance of the old notes. However, if that record date occurs prior to completion of the exchange offer, then the interest payable on the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the old notes on that record date.

In connection with the exchange offer, you do not have any appraisal or dissenters’ rights under applicable law or the indenture. We intend to conduct the exchange offer in accordance with the registration rights agreement and the applicable requirements of the Securities Exchange Act of 1934, as amended, or Exchange Act, and the rules and regulations of the SEC. The exchange offer is not being made to, nor will we accept tenders for exchange from, holder of the old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of the jurisdiction.

We will be deemed to have accepted validly tendered old notes when we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the registered notes from us.

If we do not accept any tendered old notes because of an invalid tender or for any other reason, then we will return certificates for any unaccepted old notes without expense to the tendering holder as promptly as practicable after the expiration date.

Expiration Date; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, on          , 2007, unless we, in our sole discretion, extend the exchange offer.

If we determine to extend the exchange offer, then we will notify the exchange agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion, to delay accepting any old notes, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under “— Conditions to the Exchange Offer” have not been satisfied or waived by giving oral or written notice to the exchange agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will notify you as promptly as practicable of any extension, amendment or termination. We will also file a post-effective amendment to the registration statement of which this prospectus is a part with respect to any fundamental change in the exchange offer.

Procedures for Tendering Old Notes

A holder who wishes to tender old notes in the exchange offer must do either of the following:

•  properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and deliver that letter of transmittal and other required documents to the exchange agent at the address listed below under “— Exchange Agent” on or before the expiration date; or

•  if the old notes are tendered under the book-entry transfer procedures described below, transmit to the exchange agent an agent’s message, which agent’s message must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

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In addition, one of the following must occur:

•  the exchange agent must receive certificates representing your old notes along with the letter of transmittal on or before the expiration date;

•  the exchange agent must receive a timely confirmation of book-entry transfer of the old notes into the exchange agent’s account at DTC under the procedure for book-entry transfers described below along with the letter of transmittal or a properly transmitted agent’s message, on or before the expiration date; or

•  the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by a book-entry transfer facility to and received by the exchange agent and forming a part of the book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from the tendering participant stating that the participant has received and agrees to be bound by the letter of transmittal, and that we may enforce the letter of transmittal against the participant.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” on or before the expiration of the exchange offer. To receive confirmation of valid tender of old notes, a holder should contact the exchange agent at the telephone number listed under ‘‘— Exchange Agent.”

Any tender of old notes that is not withdrawn prior to the expiration date will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Only a registered holder of old notes may tender the old notes in the exchange offer. If a holder completing a letter of transmittal tenders less than all of the old notes held by that holder, then that tendering holder should fill in the applicable box of the letter of transmittal. The amount of old notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Do not send letters of transmittal or old notes to us.

Generally, an eligible institution must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the old notes are tendered:

•  by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a firm that is:

•  a member of a registered national securities exchange;

•  a member of the National Association of Securities Dealers, Inc.;

•  a commercial bank or trust company having an office or correspondent in the United States; or

•  another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding old notes, the original notes must be endorsed or accompanied by appropriate powers of attorney. The power of attorney must be signed by the registered holder exactly as the registered holder(s) name(s) appear(s) on the old notes and an eligible institution must guarantee the signature on the power of attorney.

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If the letter of transmittal, or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

If you wish to tender old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should promptly instruct the registered holder to tender on your behalf. If you wish to tender on your behalf, you must, before completing the procedures for tendering old notes, either register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance of old notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of old notes not properly tendered or old notes our acceptance of which might, in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to any particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within the time period we determine. Neither we, the exchange agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your old notes.

By tendering, you will represent to us that:

•  any registered notes that the holder receives will be acquired in the ordinary course of its business;

•  the holder has no arrangement or understanding with any person or entity to participate in the distribution of the registered notes;

•  if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the registered notes;

•  if the holder is a broker-dealer that will receive registered notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus, as required by law, in connection with any resale of those registered notes (see “Plan of Distribution”); and

•  the holder is not our “affiliate,” as defined in Rule 405 of the Securities Act, or, if the holder is our affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

If any holder or any such other person is our “affiliate,” or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the registered notes to be acquired in the exchange offer, then that holder or any such other person:

•  may not rely on the applicable interpretations of the staff of the SEC;

•  is not entitled and will not be permitted to tender old notes in the exchange offer; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer who acquired its old notes as a result of market-making activities or other trading activities and thereafter receives registered notes issued for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

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Any broker-dealer that acquired old notes directly from us may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act (including being named as a selling securityholder) in connection with any resales of the old notes or the registered notes.

Acceptance of Old Notes For Exchange, Delivery of Registered Notes

Upon satisfaction of all conditions to the exchange offer, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the registered notes promptly after acceptance of the old notes.

For purposes of the exchange offer, we will be deemed to have accepted properly tendered old notes for exchange when we have given oral or written notice of that acceptance to the exchange agent. For each old note accepted for exchange, you will receive a registered note having a principal amount equal to that of the surrendered old note.

In all cases, we will issue registered notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•  certificates for your old notes or a timely confirmation of book-entry transfer of your old notes into the exchange agent’s account at DTC; and

•  a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

If we do not accept any tendered old notes for any reason set forth in the terms of the exchange offer or if you submit old notes for a greater principal amount than you desire to exchange, we will return the unaccepted or non-exchanged old notes without expense to you. In the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC under the book-entry procedures described below, we will credit the non-exchanged old notes to your account maintained with DTC.

Book-Entry Transfer

We understand that the exchange agent will make a request within two business days after the date of this prospectus to establish accounts for the old notes at DTC for the purpose of facilitating the exchange offer, and any financial institution that is a participant in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of old notes may be effected through book-entry transfer at DTC, the exchange agent must receive a properly completed and duly executed letter of transmittal with any required signature guarantees, or an agent’s message in lieu of a letter of transmittal, and all other required documents at its address listed below under “— Exchange Agent” on or before the expiration date, or if you comply with the guaranteed delivery procedures described below, within the time period provided under those procedures.

Guaranteed Delivery Procedures

If you wish to tender your old notes and your old notes are not immediately available, or you cannot deliver your old notes, the letter of transmittal or any other required documents or comply with DTC’s procedures for transfer before the expiration date, then you may participate in the exchange offer if:

•  the tender is made through an eligible institution;

•  before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing:

–  the name and address of the holder and the principal amount of old notes tendered;

–  a statement that the tender is being made thereby; and

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–  a guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates representing the old notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•  the exchange agent receives the properly completed and executed letter of transmittal as well as certificates representing all tendered old notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Withdrawal Rights

You may withdraw your tender of old notes at any time before the exchange offer expires.

For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at its address listed below under “— Exchange Agent.” The notice of withdrawal must:

•  specify the name of the person who tendered the old notes to be withdrawn;

•  identify the old notes to be withdrawn, including the principal amount, or, in the case of old notes tendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC; and

•  if certificates for old notes have been transmitted, specify the name in which those old notes are registered if different from that of the withdrawing holder.

If you have delivered or otherwise identified to the exchange agent the certificates for old notes, then, before the release of these certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible institution, unless the holder is an eligible institution.

We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. We will return any old notes that have been tendered but that are not exchanged for any reason to the holder, without cost, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC, the old notes will be credited to an account maintained with DTC for the old notes. You may retender properly withdrawn old notes by following one of the procedures described under “— Procedures for Tendering Old Notes” at any time on or before the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange registered notes for, any old notes if in our reasonable judgment:

•  the registered notes to be received will not be tradable by the holder, without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

•  the exchange offer, or the making of any exchange by a holder of old notes, would violate any applicable law or applicable interpretation by the staff of the SEC; or

•  any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our

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discretion in whole or in part at any time and from time to time. If we waive these conditions, then we intend to continue the exchange offer for at least five business days after the waiver. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of those rights, and those rights will be deemed ongoing rights that may be asserted at any time and from time to time.

We will not accept for exchange any old notes tendered, and will not issue registered notes in exchange for any old notes, if at that time a stop order is threatened or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indentures under the Trust Indenture Act of 1939, or Trust Indenture Act.

Exchange Agent

U.S. Bank National Association is the exchange agent for the exchange offer. You should direct any questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery to the exchange agent addressed as follows:

By hand, overnight mail, courier or registered or certified mail:

U.S. Bank National Association
Specialized Finance Unit
60 Livingston Avenue
St. Paul, MN 55107
Attention: Rachel Muehlbauer
Telephone No.: (800) 934-6802

Delivery of the letter of transmittal to an address other than as listed above or transmission via facsimile other than as listed above will not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

We will pay the expenses of the exchange offer. We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We are making the principal solicitation by mail; however, our officers and employees may make additional solicitations by facsimile transmission, e-mail, telephone or in person. You will not be charged a service fee for the exchange of your old notes, but we may require you to pay any transfer or similar government taxes in certain circumstances.

Transfer Taxes

You will be obligated to pay any transfer taxes applicable to the transfer of the old notes pursuant to the exchange offer.

Accounting Treatment

We will record the registered notes in our accounting records at the same carrying values as the old notes, which is the aggregate principal amount of the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Resales of Registered Notes

Based on interpretations of the staff of the SEC, as set forth in no-action letters to third parties, we believe that registered notes issued under the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by any old note holder without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act if:

•  the holder is not our “affiliate” within the meaning of Rule 405 under the Securities Act;

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•  the registered notes are acquired in the ordinary course of the holder’s business; and

•  the holder does not intend to participate in a distribution of the registered notes.

Any holder who exchanges old notes in the exchange offer with the intention of participating in any manner in a distribution of the registered notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

This prospectus may be used for an offer to resell, resale or other transfer of registered notes. With regard to broker-dealers, only broker-dealers that acquired the old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives registered notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the registered notes. Please see “Plan of Distribution” for more details regarding the transfer of registered notes.

Consequences of Failure to Exchange Old Notes

Holders who desire to tender their old notes in exchange for registered notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange.

Old notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legend on the old notes and in the offering memorandum, dated May 24, 2007, relating to the old notes. Except in limited circumstances with respect to the specific types of holders of old notes, we will have no further obligation to provide for the registration under the Securities Act of such old notes. In general, old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not anticipate that we will take any action to register the untendered old notes under the Securities Act or under any state securities laws.

Upon completion of the exchange offer, holders of the old notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

Old notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the indenture relating to the old notes and the registered notes. Holders of the registered notes and any old notes that remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance of the old notes. Neither us nor any subsidiary guarantor will receive any proceeds from the issuance of the registered notes. In consideration for issuing the registered notes as contemplated by this prospectus, we will receive the old notes in like principal amount, the terms of which are identical in all material respects to the registered notes. The old notes surrendered in exchange for the registered notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the registered notes will not result in any increase or decrease in our indebtedness.

We used the net proceeds of approximately $252.7 million from the sale of the old notes to pay a portion of the cash purchase price for the Acquisition, repay Horizon Health’s revolving credit facility, tender for our existing 105/8% Notes (including the related premium) and pay related fees and expenses.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and our consolidated capitalization as of March 31, 2007 on an actual basis and on a pro forma combined basis to give effect to the Transactions. You should read this table in conjunction with our consolidated financial statements and the related notes incorporated by reference in this prospectus. See “Summary — Summary Unaudited Pro Forma Condensed Combined Financial and Operating Data,” “Summary — Summary Historical Financial and Operating Data,” “Use of Proceeds” and “Selected Consolidated Historical Financial and Operating Data” included elsewhere in this prospectus.

	As of March 31, 2007
			Pro Forma Combined
			for the
	Actual		Transactions
	(Unaudited)
	(Dollars in thousands)
Cash and cash equivalents	$	15,669	$	17,655
Debt:
Revolving credit facility due 2009	$	120,000	$	110,225
Senior secured term loan facility		350,000		575,000
Mortgage loans due 2036, 2037 and 2038(1)		26,988		33,959
73/4% senior subordinated notes due 2015		220,000		476,875
105/8% senior subordinated notes due 2013		38,681		—
Other		8,009		8,009
Total debt		763,678		1,204,068
Stockholders’ equity		666,272		660,651
Total capitalization	$	1,429,950	$	1,864,719

(1) The mortgage loans insured by HUD are secured by real estate located at Holly Hill Hospital in Raleigh, North Carolina, West Oaks Hospital in Houston, Texas, Riveredge Hospital near Chicago, Illinois, and Canyon Ridge Hospital in Chino, California. Interest accrues on the Holly Hill, the West Oaks, the Riveredge and the Canyon Ridge HUD loans at 6.0%, 5.9%, 5.7% and 7.6%, respectively, and principal and interest are payable in 420 monthly installments through December 2037, September 2038, December 2038 and January 2036, respectively. In connection with the Acquisition, we assumed a HUD mortgage loan of approximately $7.0 million that is secured by real estate located at MeadowWood Behavioral Health System in New Castle, Delaware. Interest accrues on the MeadowWood HUD loan at 7.0%, and principal and interest are payable in 420 monthly installments through October 2036.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

Psychiatric Solutions

The following table sets forth selected historical financial and operating data of Psychiatric Solutions for, or as of the end of, each of the years ended December 31, 2002, 2003, 2004, 2005 and 2006 and the three months ended March 31, 2006 and 2007. The selected historical financial data as of and for each of the years ended December 31, 2002, 2003, 2004, 2005 and 2006 were derived from the audited consolidated financial statements of Psychiatric Solutions. The selected historical financial data as of and for each of the three months ended March 31, 2006 and 2007 were derived from the unaudited condensed consolidated financial statements of Psychiatric Solutions. These unaudited condensed consolidated financial statements include all adjustments necessary (consisting of normal recurring accruals) for a fair presentation of the financial position and the results of operations for these periods. Operating results for the three months ended March 31, 2007 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2007. As a result of our numerous acquisitions, our operating results for the periods presented are not comparable. You should read this table in conjunction with Psychiatric Solutions’ “Management’s Discussion and Analysis of Financial Condition and Result of Operations” and consolidated financial statements and the related notes incorporated by reference in this prospectus.

												Three Months
	Year Ended December 31,											Ended March 31,
	2002			2003		2004		2005		2006		2006		2007
	(Dollars in thousands, except per share amounts)
Income Statement Data:
Revenue	$	113,912		$	277,575	$	470,969	$	715,324	$	1,026,490	$	242,312	$	323,718
Costs and expenses:
Salaries, wages and employee benefits(1)		62,326			142,292		254,897		392,309		580,223		139,798		180,999
Other operating expenses		35,716			95,025		143,560		202,229		266,367		63,799		85,923
Provisions for doubtful accounts		3,681			6,312		10,794		13,498		19,586		4,766		6,706
Depreciation and amortization		1,770			5,707		9,808		14,738		20,619		4,744		6,298
Interest expense		5,564			14,778		18,964		27,056		40,307		9,208		14,386
Other expenses(2)		178			5,271		6,407		21,871		—		—		—
Total costs and expenses		109,235			269,385		444,430		671,701		927,102		222,315		294,312
Income from continuing operations before income taxes		4,677			8,190		26,539		43,623		99,388		19,997		29,406
(Benefit from) provision for income taxes		(1,007	)		3,477		10,085		16,805		37,507		7,599		11,262
Income from continuing operations	$	5,684		$	4,713	$	16,454	$	26,818	$	61,881	$	12,398	$	18,144
Net income	$	5,684		$	5,216	$	16,801	$	27,154	$	60,632	$	12,192	$	18,125
Basic earnings per share from continuing operations	$	0.47		$	0.23	$	0.54	$	0.60	$	1.17	$	0.24	$	0.34
Basic earnings per share	$	0.47		$	0.26	$	0.55	$	0.61	$	1.15	$	0.23	$	0.34
Shares used in computing basic earnings per share (in thousands)		12,222			16,740		29,140		44,792		52,953		52,514		53,804
Diluted earnings per share from continuing operations	$	0.43		$	0.20	$	0.47	$	0.58	$	1.14	$	0.23	$	0.33
Diluted earnings per share	$	0.43		$	0.22	$	0.48	$	0.59	$	1.12	$	0.23	$	0.33
Shares used in computing diluted earnings per share (in thousands)		13,972			23,498		35,146		46,296		54,169		53,890		55,237

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											Three Months
	Year Ended December 31,										Ended March 31,
	2002		2003		2004		2005		2006		2006		2007
	(Dollars in thousands)
Balance Sheet Data (End of Period):
Cash and cash equivalents	$	2,392	$	44,948	$	33,451	$	54,700	$	18,541	$	25,656	$	15,669
Working capital		2,369		66,446		39,843		138,844		103,287		134,389		120,618
Property and equipment, net		33,547		149,275		217,927		378,162		543,806		403,592		562,473
Total assets		90,138		346,202		496,684		1,175,031		1,581,196		1,196,967		1,623,497
Total debt		43,822		175,003		174,336		482,389		743,307		486,259		763,678
Series A convertible preferred stock		—		25,316		—		—		—		—		—
Stockholders’ equity		30,549		91,328		244,515		539,712		627,779		562,248		666,272
Other Financial Data:
Capital expenditures	$	1,470	$	5,747	$	17,201	$	21,750	$	33,816	$	5,513	$	9,872
Net cash provided by continuing operating activities		8,922		20,082		39,865		79,553		122,000		9,249		5,278
Ratio of earnings to fixed charges(3)		1.81x		1.52x		2.25x		2.46x		3.27x		2.99x		2.89x
Operating Data:
Number of facilities		5		24		34		55		74		58		75
Owned		5		20		27		47		66		51		67
Leased		—		4		7		8		8		7		8
Number of licensed beds		699		3,128		4,295		6,389		8,394		6,674		8,390
Admissions		14,737		26,278		49,484		77,097		107,199		26,937		32,571
Patient days		145,575		525,055		996,840		1,392,877		1,871,244		446,054		556,911
Average length of stay		10		20		20		18		17		17		17

(1)	As a result of adopting Statement of Financial Accounting Standards No. 123 (Revised 2004), Share Based Payment, on January 1, 2006, salaries, wages and employee benefits expense includes $12,535, $6,254 and $3,673 of share-based compensation expense for the year ended December 31, 2006, the three months ended March 31, 2006 and the three months ended March 31, 2007, respectively.
(2)	Other expenses include: (a) for the year ended December 31, 2002, expense of $92 for additional reserves on stockholder notes, a gain of $34 on the disposal of assets and a loss of $86 from the retirement of debt; (b) for the year ended December 31, 2003, a loss of $4,856 on refinancing long-term debt, expense of $960 to revalue put warrants and income of $545 to release reserves on stockholder notes; (c) for the year ended December 31, 2004, a loss of $6,407 on refinancing long-term debt; and (d) for the year ended December 31, 2005, a loss on refinancing long-term debt of $21,871.
(3)	For the purpose of calculating the ratio of earnings to fixed charges, earnings are defined as earnings from continuing operations before income taxes plus fixed charges. Fixed charges are defined as interest expense, plus amortized premiums, discounts and capitalized expenses related to indebtedness, plus an estimate of the interest within rental expense. On a pro forma combined basis, the ratio of earnings to fixed charges was 2.24x and 2.20x for the year ended December 31, 2006 and three months ended March 31, 2007, respectively.

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Horizon Health

The following table sets forth selected historical financial and operating data of Horizon Health for each of the years ended August 31, 2002, 2003, 2004, 2005 and 2006, and for, or as of the end of, the six months ended February 28, 2006 and 2007. The selected historical financial data as of and for each of the years ended August 31, 2002, 2003, 2004, 2005 and 2006 were derived from the audited consolidated financial statements of Horizon Health. The selected historical financial data as of and for each of the six months ended February 28, 2006 and 2007 were derived from the unaudited condensed consolidated financial statements of Horizon Health. These unaudited condensed consolidated financial statements include all adjustments necessary (consisting of normal recurring accruals) for a fair presentation of the financial position and the results of operations for these periods. Operating results for the six months ended February 28, 2007 are not necessarily indicative of the results that may be expected for the full year ending August 31, 2007. You should read this table in conjunction with Horizon Health’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and the related notes incorporated by reference in this prospectus.

													Six Months
	Year Ended August 31,												Ended February 28,
	2002		2003			2004		2005			2006		2006			2007
	(Dollars in thousands, except per share amounts)
Income Statement Data:
Revenue	$	138,402	$	144,337		$	161,825	$	207,392		$	274,961	$	123,034		$	145,205
Cost of services		104,957		109,890			121,554		160,032			211,096		96,355			109,868
Selling, general and administrative		16,015		18,262			18,835		23,220			26,605		13,835			12,965
Cost associated with pending merger transaction		—		—			—		—			—		—			2,145
Provision for (recovery of) doubtful accounts		294		(910	)		869		4,382			6,256		1,775			5,605
Impairment loss on building		—		—			—		1,015			—		—			—
Depreciation and amortization		2,752		2,419			2,795		3,387			5,529		2,424			3,329
Interest and other expense, net		383		559			1,307		1,298			5,196		695			4,511
Total costs and expenses		124,401		130,220			145,360		193,334			254,682		115,084			138,423
Income before income taxes, minority interest and discontinued operations		14,001		14,117			16,465		14,058			20,279		7,950			6,782
Income tax provision		5,418		5,395			6,252		5,332			7,976		3,128			3,389
Minority interest		—		—			—		(15	)		188		(54	)		4
Income from continuing operations	$	8,583	$	8,722		$	10,213	$	8,741		$	12,115	$	4,876		$	3,389
Net income	$	8,924	$	9,582		$	10,775	$	5,151		$	12,122	$	4,858		$	3,770
Basic earnings per share from continuing operations	$	0.80	$	0.83		$	0.94	$	0.68		$	0.81	$	0.33		$	0.22
Basic earnings per share	$	0.83	$	0.91		$	0.99	$	0.40		$	0.81	$	0.33		$	0.25
Shares used in computing basic earnings per share (in thousands)		10,772		10,500			10,849		12,829			14,974		14,928			15,073
Diluted earnings per share from continuing operations	$	0.73	$	0.77		$	0.90	$	0.66		$	0.79	$	0.32		$	0.22
Diluted earnings per share	$	0.76	$	0.85		$	0.95	$	0.39		$	0.79	$	0.32		$	0.24
Shares used in computing diluted earnings per share (in thousands)		11,779		11,283			11,346		13,306			15,408		15,420			15,455
Balance Sheet Data (End of Period):
Cash and short-term investments	$	4,036	$	1,973		$	1,908	$	8,098		$	3,043	$	3,425		$	1,986
Working capital		2,899		1,249			5,560		19,490			28,441		66,000			30,868
Intangible assets		68,666		74,882			87,244		81,084			150,600		143,378			153,130
Total assets		92,585		102,329			145,265		187,218			317,640		304,632			319,025
Total debt		10,000		4,000			40,001		—			106,005		111,000			103,071
Stockholders’ equity		60,733		63,792			75,824		143,121			159,456		150,013			164,571

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											Six Months
	Year Ended August 31,										Ended February 28,
	2002		2003		2004		2005		2006		2006			2007
	(Dollars in thousands)
Other Financial Data:
Capital expenditures	$	727	$	4,948	$	1,775	$	3,149	$	7,490	$	2,921		$	2,195
Net cash provided by (used in) continuing operating activities		14,138		13,529		12,437		12,398		13,121		(1,479	)		5,287
Operating Data:
Number of facilities(1)		—		—		2		5		15		15			15
Owned(1)		—		—		2		4		13		13			13
Leased		—		—		—		1		2		2			2
Number of licensed beds(1)		—		—		267		833		1,576		1,526			1,601
Admissions		—		—		1,041		6,745		18,984		7,536			11,571
Patient days		—		—		19,639		100,396		299,797		109,317			188,495
Average length of stay		—		—		19		15		16		15			16

(1) In 2006, Horizon Health purchased Lighthouse Care Center of Berkeley County, a 30-bed facility located in Summerville, South Carolina, as part of a multi-facility acquisition, but the facility is not currently in operation.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Secured Credit Facilities

In connection with the original note offering and the Acquisition, we obtained additional senior secured term loans through an amendment to our existing senior secured credit facilities. As amended, our senior secured credit facilities consists of a $300.0 million senior secured revolving credit facility bearing interest at a LIBO rate plus 2.25% per annum or, at our election, a base rate plus 1.25% per annum (in each case, with step-downs pursuant to a leverage-based pricing grid) and a scheduled maturity date of December 21, 2009, $110.2 million of which was outstanding at March 31, 2007 on a pro forma combined basis, and our senior secured term loan facility consists of an aggregate principal amount of up to $700.0 million of senior secured term loans (of which $125.0 million has been permanently repaid and is no longer outstanding) bearing interest at a LIBO rate plus 1.75% per annum or, at our election, a base rate plus 0.75% per annum and maturing on July 1, 2012.

The senior secured credit facilities are secured by substantially all of the personal property owned by us or our subsidiaries, substantially all real property owned by us or our subsidiaries that has a value in excess of $5.0 million and the stock of substantially all of our domestic restricted subsidiaries. In addition, the senior secured credit facilities are fully and unconditionally guaranteed by substantially all of our domestic restricted subsidiaries.

The senior secured credit facilities contain customary mandatory prepayment provisions and customary covenants that include: (1) limitations on capital expenditures and investments, sales of assets, mergers, changes of ownership, new principal lines of business, indebtedness, dividends and redemptions; (2) maximum consolidated total leverage; and (3) cross-default covenants triggered by a default of any other indebtedness (with certain exceptions) of at least $5.0 million.

Existing Senior Subordinated Notes

On July 6, 2005, we issued $220.0 million in aggregate principal amount of the Existing 73/4% Notes, which are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of our existing domestic restricted subsidiaries. Proceeds from the issuance of the Existing 73/4% Notes were used to repay indebtedness on a $150.0 million bridge loan, which financed a portion of the purchase price for the acquisition of Ardent Health Services, Inc., and to repay approximately $61.3 million of our 105/8% Notes. Interest on the Existing 73/4% Notes is payable semi-annually in arrears on January 15 and July 15. The Existing 73/4% Notes will mature on June 15, 2015.

On June 30, 2003, we issued $150.0 million of our 105/8% Notes, which are fully and unconditionally guaranteed on a senior subordinated basis by substantially all of our existing domestic restricted subsidiaries. Proceeds from the issuance of the 105/8% Notes were used to finance part of the purchase price for the acquisition of Ramsay Youth Services, Inc. and pay down substantially all of our previously existing long-term debt. Interest on the 105/8% Notes is payable semi-annually in arrears on June 15 and December 15. The 105/8% Notes mature on June 15, 2013. On January 14, 2005, we redeemed $50.0 million of the 105/8% Notes and paid a $5.3 million penalty and related accrued interest on the amount redeemed. On July 6, 2005, we repurchased approximately $61.3 million of the 105/8% Notes and paid a premium of approximately $8.6 million on the amount redeemed. On May 8, 2007, we commenced the Tender Offer to purchase any and all of our outstanding 105/8% Notes and on May 21, 2007, we received tenders from holders of a majority in aggregate principal amount of the 105/8% Notes. The Tender Offer expired on June 5, 2007 and all but an aggregate principal amount of $34,000 of the outstanding 105/8% Notes were tendered for payment in connection with the Tender Offer.

Mortgage Loan on Canyon Ridge Hospital due January 2036

In connection with the purchase of real estate at Canyon Ridge Hospital in Chino, California, we assumed a mortgage loan agreement insured by HUD of approximately $4.0 million, secured by real estate located at

40

Canyon Ridge Hospital. Interest accrues on the HUD loan at 7.6% and principal and interest are payable in 420 monthly installments through January 2036.

Mortgage Loan on MeadowWood Behavioral Health System due October 2036

In connection with the Acquisition, we assumed a mortgage loan insured by HUD of approximately $7.0 million, secured by real estate located at MeadowWood Behavioral Health System in New Castle, Delaware. Interest accrues on the HUD loan at 6.99% and principal and interest are payable in 420 monthly installments through October 2036.

Mortgage Loan on Holly Hill Hospital due December 2037

On November 25, 2002, we entered into a mortgage loan agreement to borrow $4.9 million, which is insured by HUD and secured by real estate located at Holly Hill Hospital in Raleigh, North Carolina. Interest accrues on the HUD loan at 5.95% and principal and interest are payable in 420 monthly installments through December 2037. We used proceeds from the loan to replace $4.4 million of our term debt under our former senior secured credit facility, pay certain refinancing costs and fund required escrow amounts for future improvements to the property.

Mortgage Loan on West Oaks Hospital due September 2038

On August 28, 2003, we borrowed approximately $6.8 million under a mortgage loan agreement insured by HUD, secured by real estate located at West Oaks Hospital in Houston, Texas. Interest accrues on the HUD loan at 5.85% and principal and interest are payable in 420 monthly installments through September 2038. We used the proceeds from the loan to repay approximately $5.8 million of our term debt under our former senior secured credit facility, pay certain financing costs and fund required escrow amounts for future improvements to the property.

Mortgage Loan on Riveredge Hospital due December 2038

On November 5, 2003, we borrowed approximately $12.1 million under a mortgage loan agreement insured by HUD, secured by real estate located at Riveredge Hospital near Chicago, Illinois. Interest accrues on the HUD loan at 5.65% and principal and interest are payable in 420 monthly installments through December 2038. We used the proceeds from the loan to repay approximately $11.2 million of our term debt under our former senior secured credit facility, pay certain financing costs and fund required escrow amounts for future improvements to the property.

41

DESCRIPTION OF THE REGISTERED NOTES

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the word “PSI,” “we,” “us” and “our” refers only to Psychiatric Solutions, Inc. and not to any of its subsidiaries.

PSI will issue the registered notes under the seventeenth supplemental indenture to the indenture, dated as of July 6, 2005, among itself, the Guarantors and U.S. Bank National Association, as trustee, under which we issued the old notes. We refer to the old notes and the registered notes collectively as the “notes.” The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act.

The following description is a summary of the material provisions of the indenture governing the notes. It does not restate the agreement in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. Copies of the indenture are available upon request to PSI at the address indicated under “Where You Can Find More Information” elsewhere in this prospectus. Certain defined terms used in this description but not defined below under “— Certain Definitions” have the meanings assigned to them in the indenture.

The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Notes and the Subsidiary Guarantees

The Notes

The notes:

•  are senior subordinated unsecured obligations of PSI;

•  are subordinated in right of payment to all existing and future Senior Debt of PSI, including PSI’s obligations under the Credit Agreement;

•  are pari passu in right of payment with any future senior subordinated Indebtedness of PSI, including the Existing Senior Subordinated Notes;

•  are senior in right of payment to all existing and future Subordinated Obligations of PSI; and

•  are fully and unconditionally guaranteed on a senior subordinated basis by the Guarantors.

The Subsidiary Guarantees

The notes are guaranteed by all of the Guarantors.

Each Subsidiary Guarantee of the notes:

•  is a senior subordinated unsecured obligation of the Guarantor;

•  is subordinated in right of payment to all existing and future Senior Debt of that Guarantor, including that Guarantor’s obligations under the Credit Agreement;

•  is pari passu in right of payment with any future senior subordinated Indebtedness of that Guarantor, including that Guarantor’s guarantee of the Existing Senior Subordinated Notes; and

•  is senior in right of payment to all existing and future Subordinated Obligations of that Guarantor.

As of March 31, 2007, on a pro forma basis after giving effect to the Transactions, PSI would have had total Senior Debt of approximately $727.2 million and the Guarantors would have guaranteed Senior Debt of $693.2 million. As indicated above and as discussed in detail below under the caption “— Subordination,” payments on the notes and under the Subsidiary Guarantees will be subordinated to the prior payment in full of Senior Debt. The indenture will permit us and the Guarantors to incur additional Senior Debt.

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Not all of our subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. For the year ended December 31, 2006, our non-guarantor subsidiaries generated revenue and net income of $56.0 million and $8.2 million, respectively, and, as of March 31, 2007, had total assets of $107.3 million and stockholders’ equity of $44.4 million.

As of the date of the indenture, all of our direct and indirect subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” we are permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the indenture and will not guarantee the notes. The following existing subsidiaries of Horizon Health are deemed Unrestricted Subsidiaries:

•  Friends Behavioral Health System, LP;

•  Friends GP, LLC;

•  HHC Pennsylvania, Inc.;

•  AHG Partnership;

•  HHMC Partners, Inc.;

•  Health and Human Resource Center, Inc.; and

•  Laurelwood Associates Trust.

Principal, Maturity and Interest

Subject to compliance with the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” below, PSI may issue additional notes under the indenture from time to time. The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions, and offers to purchase. PSI will issue notes in denominations of $1,000 and integral multiples of $1,000.

The notes will mature on July 15, 2015.

Interest on the notes will accrue at the rate of 73/4% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 2007. PSI will make each interest payment to the holders of record on the immediately preceding January 1 and July 1.

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder owning more than $1.0 million principal amount of the notes has given wire transfer instructions to PSI, PSI will pay all principal, interest and premium and Additional Interest, if any, on that holder’s notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless PSI elects to make interest payments by check mailed to the holders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar. PSI may change the paying agent or registrar without prior notice to the holders of the notes, and PSI or any of its Subsidiaries may act as paying agent or registrar.

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Transfer and Exchange

A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. PSI is not required to transfer or exchange any note selected for redemption. Also, PSI is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

The notes are guaranteed by (1) each current and future Restricted Subsidiary that is either formed under the laws of the United States or any state of the United States or the District of Columbia and (a) in which PSI has made an Investment of at least $0.1 million or (b) that incurs, guarantees or otherwise provides direct credit support for any Indebtedness, and (2) any other Restricted Subsidiary that guarantees or otherwise provides direct credit support for Indebtedness of PSI or any of PSI’s domestic subsidiaries; provided, however, that the HUD Financing Subsidiaries, PSI Surety, Inc. and certain immaterial subsidiaries do not guarantee the notes. These Subsidiary Guarantees are joint and several obligations of the Guarantors. Each Subsidiary Guarantee is subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee are limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — A subsidiary guarantee could be voided or subordinated because of federal bankruptcy law or comparable state law provisions.”

The Subsidiary Guarantee of a Guarantor will be released and such Guarantor will be relieved of its obligations under its Subsidiary Guarantee:

(1) solely as to the purchaser in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of PSI, if the sale or other disposition complies with the provisions described under the caption “— Repurchase at the Option of Holders — Asset Sales” below;

(2) in connection with any sale of all of the Capital Stock of a Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of PSI, if the sale complies with provisions described under the caption “— Repurchase at the Option of Holders — Asset Sales” below; or

(3) if PSI designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture.

Subordination

The payment of principal, interest and premium and Additional Interest, if any, on the notes is subordinated to the prior payment in full in cash of all Senior Debt of PSI or the relevant Guarantor, as the case may be, including Senior Debt incurred after the date of the indenture.

The holders of Senior Debt will be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt (including interest accruing on or after the commencement of any bankruptcy proceeding whether or not post-filing interest is allowed in such proceeding at the rate specified in the applicable Senior Debt) before the holders of notes will be entitled to receive any payment with respect to the notes (except that holders of notes may receive and retain Permitted Junior Securities and payments made from the trust described under “— Legal Defeasance and Covenant Defeasance”), in the event of any distribution to creditors of PSI or the relevant Guarantor:

(1) in a liquidation or dissolution of PSI or the relevant Guarantor;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to PSI or the relevant Guarantor or its respective property;

(3) in an assignment for the benefit of PSI’s or the relevant Guarantor’s creditors; or

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(4) in any marshaling of PSI’s or the relevant Guarantor’s assets and liabilities.

The notes rank equally with all Existing Senior Subordinated Indebtedness of PSI.

PSI also may not make any payment in respect of the notes (except in Permitted Junior Securities or from the trust described under “— Legal Defeasance and Covenant Defeasance”) if:

(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a “Payment Blockage Notice”) from PSI or (a) with respect to Designated Senior Debt arising under the Credit Agreement, from the agent for the lenders thereunder, or (b) with respect to any other Designated Senior Debt, from the holders of any such Designated Senior Debt.

Payments on the notes may and will be resumed:

(1) in the case of a payment default, upon the earlier of (a) the date on which such default is cured or waived or (b) the date on which such Designated Senior Debt has been discharged or paid in full in cash; and

(2) in the case of a nonpayment default, upon the earliest of (a) the date on which such nonpayment default is cured or waived, (b) 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated, (c) the date on which such payment blockage period shall have been terminated by written notice to the trustee by the party initiating such payment blockage period or (d) the date on which such Designated Senior Debt has been discharged or paid in full in cash.

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium and Additional Interest, if any, on the notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or can be made, the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days.

If the trustee or any holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described under “— Legal Defeasance and Covenant Defeasance”) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the trustee or the holder has actual knowledge that the payment is prohibited;

the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

PSI or the trustee must promptly notify holders of Senior Debt if payment of the notes is accelerated because of an Event of Default.

The Subsidiary Guarantee of each Guarantor is subordinated to Senior Debt of such Guarantor to the same extent and in the same manner as the notes are subordinated to Senior Debt of PSI. Payments under the Subsidiary Guarantee of each Guarantor are subordinated to the prior payment in full in cash of all Indebtedness under the Credit Agreement and all other Senior Debt of such Guarantor, including Senior Debt incurred after the date of the indenture, on the same basis as provided above with respect to the subordination of payments on the notes by PSI to the prior payment in full of Senior Debt of PSI.

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As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of PSI, holders of notes may recover less ratably than creditors of PSI or the Guarantors who are holders of Senior Debt. See “Risk Factors — Your right to receive payments on the notes and subsidiary guarantees is subordinated to our senior debt and the senior debt of our subsidiary guarantors.”

Optional Redemption

At any time prior to July 15, 2010, PSI may redeem all or any portion of the notes, at once or over time, after giving the required notice under the indenture at a redemption price equal to the greater of:

(a) 100% of the principal amount of the notes to be redeemed; and

(b) the sum of the present values of (1) the redemption price of the notes at July 15, 2010 (as set forth below) and (2) the remaining scheduled payments of interest from the redemption date through July 15, 2010, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months), at the Treasury Rate plus 50 basis points;

plus, in either case, accrued and unpaid interest, including Additional Interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Any notice to holders of notes of such a redemption shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date unless clause (b) of the definition of “Comparable Treasury Price” is applicable, in which such Officer’s Certificate should be delivered on the redemption date.

At any time before July 15, 2008, PSI may on one or more occasions redeem up to 35% of the aggregate principal amount of notes (including additional notes) issued under the indenture at a redemption price of 107.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds of any Equity Offering of common stock of PSI; provided, however, that:

(1) at least 65% of the original aggregate principal amount of notes issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by PSI and its Subsidiaries); and

(2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

Except pursuant to the preceding paragraph, the notes are not redeemable at PSI’s option prior to July 15, 2010.

On or after July 15, 2010, PSI may redeem all or a part of the notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below:

Year	Percentage
2010		103.875	%
2011		102.583	%
2012		101.292	%
2013 and thereafter		100.000	%

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Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

(1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

(2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

No notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A registered note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption

PSI is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

Upon the occurrence of a Change of Control, each holder of notes will have the right to require PSI to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder’s notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the indenture. In the Change of Control Offer, PSI will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the notes repurchased, to the date of purchase.

Within 10 days following any Change of Control, PSI will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date of such Change of Control, pursuant to the procedures required by the indenture and described in such notice. PSI will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the change of control provisions of the indenture, PSI will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the change of control provisions of the indenture by virtue of such compliance.

On the Change of Control payment date, PSI will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered and not withdrawn pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

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(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by PSI.

The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a registered note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each registered note will be in a principal amount of $1,000 or an integral multiple of $1,000.

Prior to complying with any of the provisions of this “change of control” covenant, but in any event within 90 days following a Change of Control, PSI will either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of notes required by this covenant. PSI will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control payment date.

The provisions described above that require PSI to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable to the Change of Control event. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that PSI repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

PSI will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by PSI and purchases all notes properly tendered and not withdrawn under the Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of PSI and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require PSI to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of PSI and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

PSI will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale unless:

(1) PSI (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an officers’ certificate delivered to the trustee) of the assets sold, leased, transferred, conveyed or otherwise disposed of or Equity Interests of any Restricted Subsidiary issued, sold, transferred, conveyed or otherwise disposed of;

(2) at least 75% of the consideration received in the Asset Sale by PSI or such Restricted Subsidiary is in the form of cash. For purposes of this clause (2), each of the following will be deemed to be cash:

(a) any liabilities, as shown on PSI’s or such Restricted Subsidiary’s most recent balance sheet, of PSI or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases PSI or such Restricted Subsidiary from further liability;

(b) any securities, notes or other obligations received by PSI or any such Restricted Subsidiary from such transferee that are converted by PSI or such Restricted Subsidiary into cash within 90 days, to the extent of the cash received in that conversion; and

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(c) with respect to any sale of Capital Stock of a Restricted Subsidiary to one or more Qualified Physicians, promissory notes or similar obligations from such physicians or health care professionals; provided that the aggregate amount of such promissory notes or other similar obligations held by PSI and its Restricted Subsidiaries shall not exceed $5.0 million outstanding at any one time; and

(3) PSI delivers an officers’ certificate to the trustee certifying that such Asset Sale complies with the foregoing clauses (1) and (2).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, PSI may apply those Net Proceeds (or any portion thereof) at its option:

(1) to repay Senior Debt of PSI or any Guarantor (other than Indebtedness owed to PSI, any Guarantor or any Affiliate of PSI) and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or all of the Voting Stock of, another Person engaged in a Permitted Business; or

(3) to acquire other long-term assets or property that are used in a Permitted Business.

Pending the final application of any Net Proceeds, PSI may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $7.5 million, PSI will make an Asset Sale Offer to all holders of notes to purchase the maximum principal amount of notes and, if PSI is required to do so under the terms of any other Indebtedness that is pari passu with the notes, such other Indebtedness on a pro rata basis with the notes, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered and not withdrawn notes pursuant to an Asset Sale Offer, PSI may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

PSI will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the indenture, PSI will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

The agreements governing PSI’s outstanding Senior Debt currently prohibit PSI from purchasing any notes, and also provides that certain change of control or asset sale events with respect to PSI would constitute a default under these agreements. PSI obtained a consent from the requisite lenders under its Credit Agreement to allow the repurchase of PSI’s outstanding 105/8% Notes pursuant to the Tender Offer. Any future credit agreements or other agreements relating to Senior Debt to which PSI becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when PSI is prohibited from purchasing notes, PSI could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If PSI does not obtain such a consent or repay such borrowings, PSI will remain prohibited from purchasing notes. In such case, PSI’s failure to purchase tendered notes would constitute an Event of Default under the indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

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Certain Covenants

Restricted Payments

PSI will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution (A) on account of PSI’s or any Restricted Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving PSI or any Restricted Subsidiary) or (B) to the direct or indirect holders of PSI’s or any Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends or distributions (i) payable in Equity Interests (other than Disqualified Stock) of PSI or (ii) to PSI or a wholly owned Restricted Subsidiary or to all holders of Capital Stock of such Restricted Subsidiary on a pro rata basis);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving PSI) any Equity Interests of PSI or any Restricted Subsidiary (other than from PSI or any Restricted Subsidiary);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligations, except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”);

unless, at the time of and after giving effect to such Restricted Payment:

(a) no Default or Event of Default has occurred and is continuing;

(b) PSI would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by PSI and the Restricted Subsidiaries after the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3) and (4) of the next succeeding paragraph), is less than the sum, without duplication, of:

(I) 50% of the Consolidated Net Income of PSI for the period (taken as one accounting period) from June 30, 2003 to the end of PSI’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(II) 100% of the aggregate net cash proceeds received by PSI since June 30, 2003 as a contribution to its common equity capital or from the issue or sale of Equity Interests of PSI (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of PSI, in either case, that have been converted into or exchanged for such Equity Interests of PSI (other than Equity Interests or Disqualified Stock or debt securities) sold to a Subsidiary of PSI); plus

(III) to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash proceeds with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(IV) in case, after July 6, 2005, any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary under the terms of the indenture or has been merged, consolidated or amalgamated with or into, or transfers or conveys assets to, or is liquidated into PSI or a

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Restricted Subsidiary, an amount equal to the lesser of (1) the net book value at the date of the redesignation, combination or transfer of the aggregate Investments made by PSI and the Restricted Subsidiaries in the Unrestricted Subsidiary (or of the assets transferred or conveyed, as applicable), and (2) the fair market value of the Investments owned by PSI and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of the redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable).

So long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Obligations of PSI or any Guarantor or of any Equity Interests of PSI in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of PSI) of, Equity Interests of PSI (other than Disqualified Stock); provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (c)(II) of the preceding paragraph;

(3) the redemption, repurchase, defeasance or other acquisition of any Subordinated Obligations of PSI or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (c)(II) of the preceding paragraph;

(4) the redemption, repurchase or other acquisition or retirement for value of any Equity Interests of PSI or any Restricted Subsidiary of PSI (a) held by any member of PSI’s (or any Restricted Subsidiary’s) management pursuant to any management equity subscription plan or agreement, stock option or stock purchase plan or agreement or employee benefit plan as may be adopted by PSI from time to time or pursuant to any agreement with any director or officer in existence on the date of the indenture or (b) from an employee of PSI upon the termination of such employee’s employment with PSI; provided, however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in reliance on this clause (4) may not exceed $5.0 million in any 12-month period;

(5) repurchases, acquisitions or retirements of Capital Stock of PSI deemed to occur upon the exercise of stock options or similar rights under employee benefit plans of PSI or its Subsidiaries if such Capital Stock represents all or a portion of the exercise price thereof; or

(6) other Restricted Payments in an aggregate amount since the issue date not to exceed $30.0 million.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the assets, property or securities proposed to be transferred or issued by PSI or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors whose resolution with respect thereto will be delivered to the trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $20.0 million. Not later than the date of making any Restricted Payment, PSI will deliver to the trustee an officers’ certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture. If PSI or a Restricted Subsidiary makes a Restricted Payment which at the time of the making of such Restricted Payment would in the good faith determination of PSI be permitted under the provisions of the Indenture, such Restricted Payment shall be deemed to have been made in compliance with the Indenture notwithstanding any subsequent adjustments made in good faith to PSI financial statements affecting Consolidated Net Income of PSI for any period.

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Incurrence of Indebtedness and Issuance of Preferred Stock

PSI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and PSI will not issue any Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of preferred stock (including Disqualified Stock) other than to PSI; provided, however, that PSI may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, any of PSI’s Restricted Subsidiaries that are Guarantors may incur Indebtedness (including Acquired Indebtedness), if the Fixed Charge Coverage Ratio for PSI’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by PSI or any Guarantor of additional Indebtedness and letters of credit under one or more Credit Facilities and Guarantees thereof by the Guarantors; provided that the aggregate principal amount of all Indebtedness and letters of credit of PSI and the Guarantors incurred pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of PSI and the Guarantors thereunder) does not exceed $425.0 million, less the aggregate amount of Net Proceeds from an Asset Sale applied by PSI and its Subsidiaries to repay Indebtedness thereunder, pursuant to the provisions described under the caption “— Repurchase at the Option of Holders — Asset Sales”;

(2) the incurrence by PSI and the Restricted Subsidiaries of the Existing Indebtedness, including any existing HUD Financings and the Existing Senior Subordinated Notes;

(3) the incurrence by PSI and the Guarantors of Indebtedness represented by the notes and the incurrence by the Guarantors of the Subsidiary Guarantees of those notes and any additional notes;

(4) additional HUD Financings incurred after the date of the indenture in an aggregate principal amount not to exceed $25.0 million outstanding at any time;

(5) the incurrence by PSI or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of PSI or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (5), not to exceed $20.0 million at any time outstanding;

(6) the incurrence by PSI or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, defease, renew, refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5) or this clause (6) of this paragraph;

(7) the incurrence by PSI or any Restricted Subsidiary of intercompany Indebtedness between or among PSI and any Restricted Subsidiary; provided, however, that:

(a) if PSI or a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes or the Subsidiary Guarantees, as the case may be; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than PSI or a Restricted Subsidiary and (ii) any subsequent sale or other transfer of any such Indebtedness to a Person that is not either PSI or a

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Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by PSI or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8) the incurrence of any Physician Support Obligations by PSI or any Restricted Subsidiary;

(9) the incurrence of Indebtedness of PSI or any Restricted Subsidiary consisting of guarantees, indemnities, holdbacks or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including without limitation, shares of Capital Stock of Restricted Subsidiaries or contingent payment obligations incurred in connection with the acquisition of assets which are contingent on the performance of the assets acquired, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets or shares of Capital Stock of such Restricted Subsidiary for the purpose of financing such acquisition;

(10) the incurrence of Indebtedness of PSI or any Restricted Subsidiary represented by (a) letters of credit for the account of PSI or any Restricted Subsidiary or (b) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, which letters of credit or other obligations, as the case may be, are intended to provide security for workers’ compensation claims, payment obligations in connection with sales tax and insurance or other similar requirements in the ordinary course of business;

(11) the incurrence by PSI or any Restricted Subsidiary of Hedging Obligations that are incurred in the normal course of business and consistent with past business practices for the purpose of fixing or hedging currency or interest rate risk (including with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding in connection with the conduct of their respective businesses) and not for speculative purposes;

(12) the Guarantee by PSI or any of the Guarantors of Indebtedness of PSI or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant;

(13) the incurrence by PSI’s Unrestricted Subsidiaries of Non-recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of PSI that was not permitted by this clause (13); and

(14) the incurrence by PSI or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed $35.0 million.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above or is entitled to be incurred pursuant to the first paragraph of this covenant, in each case, as of the date of incurrence thereof, PSI shall, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this covenant and such Indebtedness will be treated as having been incurred pursuant to such clauses or the first paragraph hereof, as the case may be, designated by PSI. Indebtedness under Credit Facilities outstanding on the date on which the notes are first issued and authenticated under the indenture will be deemed to have been incurred on such date in reliance of the exception provided by clause (1) of the definition of Permitted Debt. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant.

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Liens

PSI will not, and will not permit any Restricted Subsidiary to, create, incur or assume any consensual Liens of any kind against or upon any of their respective properties or assets, or any proceeds, income or profit therefrom that secure Senior Subordinated Indebtedness or Subordinated Obligations; provided that:

(1) in the case of Liens securing Subordinated Obligations, the notes are secured by a Lien on such property, assets, proceeds, income or profit that is senior in priority to such Liens; and

(2) in the case of Liens securing Senior Subordinated Indebtedness, the notes are equally and ratably secured by a Lien on such property, assets, proceeds, income or profit.

Issuances and Sales of Capital Stock of Restricted Subsidiaries

PSI (a) will not, and will not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than to PSI or to any Restricted Subsidiary), unless:

(1) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Restricted Subsidiary; and

(2) the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the provisions described under “— Repurchase at the Option of Holders — Asset Sales” above;

provided, however, that this clause (a) will not apply to any pledge of Capital Stock of any Restricted Subsidiary securing any Permitted Debt or any exercise of remedies in connection therewith; provided that the Lien securing such Permitted Debt is not prohibited by the provisions of the covenant described above under the caption “— Liens”; and

(b) will not permit any Restricted Subsidiary to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than PSI or any Restricted Subsidiary;

provided, further, however, that clauses (a) and (b) shall not prohibit any issuance, sale or other disposition of Common Stock of a Restricted Subsidiary to one or more Qualified Physicians if, immediately after giving effect thereto, such Restricted Subsidiary would remain a Restricted Subsidiary and PSI will, directly or indirectly, retain at least 80% of the Capital Stock of such Restricted Subsidiary, and the Net Proceeds from such issuance, sale or other disposition are applied in accordance with the provisions described under ‘‘— Repurchase at the Option of Holders — Asset Sales” above.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

PSI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on its Capital Stock to PSI or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to PSI or any Restricted Subsidiary;

(b) make loans or advances to PSI or any Restricted Subsidiary; or

(c) transfer any of its properties or assets to PSI or any Restricted Subsidiary.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness, Credit Facilities (including the Credit Agreement) and other agreements relating to the Financing Transactions as in effect on the date of the indenture and

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any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;

(2) the indenture, the notes and the Subsidiary Guarantees;

(3) agreements related to HUD Financing and any amendments of those agreements;

(4) applicable law;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by PSI or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(6) customary non-assignment provisions in leases and other contracts entered into in the ordinary course of business and consistent with industry practices;

(7) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (c) of the first paragraph of this covenant;

(8) any agreement for the sale or other disposition of a Restricted Subsidiary or the assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition or the sale or other disposition of its assets;

(9) Permitted Refinancing Indebtedness; provided, however, that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens; and

(11) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

Neither PSI nor any Guarantor may, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not PSI or such Guarantor, as the case may be, is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of PSI or any Guarantor, in one or more related transactions, to another Person; unless:

(1) either:

(a) PSI or such Guarantor, as the case may be, is the surviving corporation; or

(b) the Person formed by or surviving any such consolidation or merger (if other than PSI or such Guarantor, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) except as otherwise described with respect to the release of Subsidiary Guarantees of Guarantors under the caption “— Subsidiary Guarantees” above, the Person formed by or surviving any such consolidation or merger (if other than PSI or such Guarantor, as the case may be) or the Person to which

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such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of PSI or such Guarantor, as the case may be, under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

(3) immediately after such transaction no Default or Event of Default exists; and

(4) except with respect to a consolidation or merger of PSI with or into a Guarantor, or a Guarantor with or into another Guarantor, PSI or such Guarantor, as the case may be, or the Person formed by or surviving any such consolidation or merger (if other than PSI or such Guarantor), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” above.

Notwithstanding the preceding clause (4), any Restricted Subsidiary of PSI may consolidate with, merge into or transfer all or part of its properties and assets to PSI or a Guarantor; and notwithstanding the preceding clause (2), any Guarantor may transfer real property that is the subject of a HUD Financing to a HUD Financing Subsidiary in connection with a HUD Financing permitted to be incurred pursuant to the covenant described under “— Incurrence of Indebtedness and Issuance of Preferred Stock.”

In addition, PSI may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

Except as described with respect to the release of Subsidiary Guarantees of Guarantors under the caption “— Subsidiary Guarantees” above, the entity formed by or surviving any consolidation or merger (if other than PSI or a Guarantor) will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the indenture.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of PSI may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by PSI and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments” or Permitted Investments, as determined by PSI. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Transactions with Affiliates

PSI will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is (a) evidenced in writing if it involves transactions of $2.5 million or more and (b) is on terms that are no less favorable to PSI or the relevant Restricted Subsidiary than those

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that would have been obtained in a comparable transaction by PSI or such Restricted Subsidiary with an unrelated Person; and

(2) PSI delivers to the trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the PSI or such Restricted Subsidiary from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among PSI and/or any Restricted Subsidiary;

(2) sales of Equity Interests (other than Disqualified Stock) to Affiliates of PSI;

(3) reasonable and customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of PSI or a Restricted Subsidiary entered into in the ordinary course of business;

(4) any transactions made in compliance with the covenant described above under the caption “— Restricted Payments”;

(5) loans and advances to non-executive officers and employees of PSI or any Restricted Subsidiary in the ordinary course of business in accordance with the past practices of PSI or any Restricted Subsidiary; and

(6) any agreement as in effect as of the date of the indenture or any amendment thereto so long as any such amendment is not more disadvantageous to the holders in any material respect than the original agreement as in effect on the date of the indenture.

Additional Subsidiary Guarantees

If PSI or any Restricted Subsidiary acquires or creates another Subsidiary after the date of the indenture that (1) is formed under the laws of the United States or any state of the United States or the District of Columbia and in which PSI or any Restricted Subsidiary has made an Investment of at least $0.1 million or (2) incurs, guarantees or otherwise provides direct credit support for any Indebtedness of PSI or any of PSI’s domestic subsidiaries, then that newly acquired or created Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the trustee within 30 business days of the later of (x) the date on which it was acquired or created and (y) the date PSI or any Restricted Subsidiary has made an Investment of at least $1.0 million; provided, however, that the foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) PSI Surety, Inc. and (iii) Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with the indenture. The Subsidiary Guarantee of any such newly acquired or created Subsidiary that becomes a Guarantor will be subordinated to all Indebtedness under the Credit Agreement and all other Senior Debt of such Guarantor to the same extent as the notes are subordinated to the Senior Debt of PSI.

Limitation on Layering

PSI will not incur, create, issue, assume, Guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of PSI and senior in any respect in right of

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payment to the notes; provided, however, that no Indebtedness of PSI will be deemed to be contractually subordinated in right of payment solely by virtue of being unsecured. No Guarantor will incur, create, issue, assume, Guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor’s Subsidiary Guarantee; provided, however, that no Indebtedness of a Guarantor will be deemed to be contractually subordinated in right of payment solely by virtue of being unsecured.

Business Activities

PSI will not, and will not permit any Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to PSI and its Subsidiaries taken as a whole.

Payments for Consent

PSI will not, and will not permit any Restricted Subsidiary to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the Commission, so long as any notes are outstanding, PSI will furnish to the holders of notes, within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if PSI were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by PSI’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if PSI were required to file such reports.

If PSI has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and if PSI or any of its Restricted Subsidiaries has made an Investment of at least $0.1 million in such Unrestricted Subsidiary, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of PSI and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of PSI.

In addition, following the consummation of the exchange offer, whether or not required by the Commission, PSI will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, PSI and the Guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the notes (whether or not prohibited by the subordination provisions of the indenture);

(2) default in payment when due of the principal of or premium, if any, on the notes (whether or not prohibited by the subordination provisions of the indenture);

(3) failure by PSI or any Restricted Subsidiary to comply with the provisions described under the caption “— Merger, Consolidation or Sale of Assets”;

(4) failure by PSI or any Restricted Subsidiary for 30 days after notice to comply with the provisions described under the captions “— Repurchase at the Option of Holders — Asset Sales,” “— Repurchase at the Option of Holders — Change of Control,” “— Certain Covenants — Restricted Payments,” “— Incurrence of Indebtedness and Issuance of Preferred Stock”; provided, however, that a default under the Existing Senior Subordinated Notes with respect to the covenants described under “— Certain Covenants — Restricted Payments” or “— Incurrence of Indebtedness and Issuance of Preferred Stock” shall be a default under the indenture notwithstanding the 30-day grace period provided for in this clause (4);

(5) failure by PSI or any Restricted Subsidiary for 60 days after notice to comply with any of its other agreements in the indenture or the notes;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by PSI or any Restricted Subsidiary (or the payment of which is guaranteed by PSI or any Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:

(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity;

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more;

(7) failure by PSI or any Restricted Subsidiary to pay final judgments aggregating in excess of $5.0 million, so long as the Existing Senior Subordinated Notes remain outstanding, and $10.0 million or more thereafter, which judgments are not paid, discharged or stayed for a period of 60 days;

(8) except as permitted by the indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

(9) certain events of bankruptcy or insolvency described in the indenture with respect to PSI or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to PSI, any Subsidiary that would constitute a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

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Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notes is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Additional Interest.

The holders of at least a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the notes.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of PSI with the intention of avoiding payment of the premium that PSI would have had to pay if PSI then had elected to redeem the notes pursuant to the optional redemption provisions of the indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes. If an Event of Default occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of PSI with the intention of avoiding the prohibition on redemption of the notes, then the premium specified in the indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the notes.

PSI is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, PSI is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of PSI or any Guarantor, as such, will have any liability for any obligations of PSI or the Guarantors under the notes, the indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

PSI may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Additional Interest, if any, on such notes when such payments are due from the trust referred to below;

(2) PSI’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and PSI’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, PSI may, at its option and at any time, elect to have the obligations of PSI and the Guarantors released with respect to certain covenants that are described in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “— Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

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In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) PSI must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Additional Interest, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and PSI must specify whether the notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, PSI has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) PSI has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, PSI has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which PSI or any of its Subsidiaries is a party or by which PSI or any of its Subsidiaries is bound;

(6) PSI must deliver to the trustee an officers’ certificate stating that the deposit was not made by PSI with the intent of preferring the holders of notes over the other creditors of PSI with the intent of defeating, hindering, delaying or defrauding creditors of PSI or others; and

(7) PSI must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

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(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption or repurchase of the notes relating to the covenant (and applicable definitions) described under the caption “— Repurchase at the Option of Holders — Change of Control” above;

(3) reduce the rate of or change the time for payment of interest on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions (including applicable definitions) of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or Additional Interest, if any, on the notes;

(7) waive a redemption or repurchase payment with respect to any note (including a payment required by the provisions described under the caption “— Repurchase at the Option of Holders” above);

(8) make any change in any Subsidiary Guarantees that would adversely affect the holders of the notes or release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indenture, except in accordance with the terms of the indenture;

(9) make any change to the subordination provisions of the indenture (including applicable definitions) that would adversely affect the holders of the notes; or

(10) make any change in the preceding amendment and waiver provisions.

Under the Credit Agreement, any amendment to the provisions of the indenture relating to the subordination provisions will require the consent of the lenders under the Credit Agreement or the agent therefor, acting on their behalf.

Notwithstanding the preceding, without the consent of any holder of notes, PSI, the Guarantors and the trustee may amend or supplement the indenture or the notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of PSI’s obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of PSI’s assets;

(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder;

(5) to provide for or confirm the issuance of additional notes otherwise permitted to be incurred by the indenture; or

(6) to comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.

Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to PSI, have been delivered to the trustee for cancellation; or

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(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year, and PSI has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination of cash in U.S. dollars and non-callable U.S. Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which PSI or any Guarantor is a party or by which PSI or any Guarantor is bound;

(3) PSI has paid or caused to be paid all sums payable by it under the indenture; and

(4) PSI has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, PSI must deliver an officers’ certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of PSI or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must (i) eliminate such conflict within 90 days, (ii) apply to the Commission for permission to continue or (iii) resign.

The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means the additional interest, if any, to be paid on the notes as described in the registration rights agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition,

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“control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Asset Sale” means the sale, lease, transfer, conveyance or other disposition of any assets or rights, other than sales, leases, transfers, conveyances or other dispositions of inventory in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of PSI and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions described under the caption “— Repurchase at the Option of Holders — Asset Sales.”

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets having a fair market value of less than $5.0 million;

(2) a sale, lease, transfer, conveyance or other disposition of assets between or among PSI and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to PSI or to another Restricted Subsidiary;

(4) a sale, lease, transfer, conveyance or other disposition effected in compliance with the provisions described under the caption “— Merger, Consolidation or Sale of Assets”;

(5) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments”;

(6) a transfer or property or assets that are obsolete, damaged or worn out equipment and that are no longer useful in the conduct of PSI or its Subsidiaries’ business and that is disposed of in the ordinary course of business; and

(7) a Permitted Asset Swap.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

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“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper rated at least A-1 by Standard & Poor’s Rating Services or at least P-1 by Moody’s Investors Service, Inc., and in each case maturing within six months after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of PSI and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of PSI;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 30% of the Voting Stock of PSI, measured by voting power rather than number of shares;

(4) the consummation by PSI of any “going private” transaction that would constitute a “Rule 13e-3 transaction” as defined in the Exchange Act;

(5) the first day on which a majority of the members of the Board of Directors of PSI are not Continuing Directors; or

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(6) PSI consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, PSI, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of PSI or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of PSI outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“Commission” means the Securities and Exchange Commission.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for expenses to be paid in cash in any future period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business;

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

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(3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; and

(4) the cumulative effect of a change in accounting principles will be excluded.

“Consolidated Net Tangible Assets” means as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of PSI and its consolidated Restricted Subsidiaries as the total assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of PSI and its Restricted Subsidiaries, after giving effect to purchase accounting, and after deducting therefrom consolidated current liabilities and, to the extent otherwise included, the amounts of (without duplication):

(1) the excess of cost over fair market value of assets or businesses acquired;

(2) any revaluation or other write-up in book value of assets subsequent to the last day of the fiscal quarter of PSI immediately preceding the date of issuance of the notes as a result of a change in the method of valuation in accordance with GAAP;

(3) unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items;

(4) minority interests in consolidated subsidiaries held by Persons other than PSI or any Restricted Subsidiary;

(5) treasury stock;

(6) cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities; and

(7) Investments in and assets of Unrestricted Subsidiaries.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of PSI who:

(1) was a member of such Board of Directors on the date of the indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of July 1, 2005, among PSI, the Guarantors party thereto, Citicorp North America, Inc., as term loan facility administrative agent, Bank of America, N.A., as revolving credit facility administrative agent, collateral agent and swing line lender, Citigroup Global Markets Inc. and Banc of America Securities LLC, as co-syndication agents, Citigroup Global Markets Inc., as documentation agent and as sole lead arranger and sole book manager, and the lenders from time to time party thereto, providing for up to $150.0 million of revolving credit borrowings and $325.0 million of term borrowings, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced (in whole or in part) from time to time, whether or not with the same lenders or agent.

“Credit Facilities” means, one or more debt facilities or agreements (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced (including any agreement to extend the maturity thereof and adding additional borrowers or guarantors) in whole or in part from time to time under the same or any other agent, lender or group of

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lenders and including increasing the amount of available borrowings thereunder; provided that such increase is permitted by the “— Incurrence of Indebtedness and Issuance of Preferred Stock” covenant above.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Senior Debt” means (i) any Indebtedness outstanding under the Credit Agreement and (ii) any other Senior Debt permitted hereunder the principal amount of which is $25.0 million or more and that has been designated by PSI as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require PSI to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that PSI may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Restricted Payments.”

“Domestic Subsidiary” means any Restricted Subsidiary of PSI that was formed under the laws of the United States or any state or territory of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of PSI.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any private or public sale of common stock of PSI.

“Existing Indebtedness” means Indebtedness existing on July 6, 2005 (other than Indebtedness under the indenture governing the notes and the Credit Agreement), including the Existing Senior Subordinated Notes and any existing HUD Financings.

“Existing Senior Subordinated Notes” means the $100,000,000 aggregate principal amount of PSI’s 105/8% Senior Subordinated Notes due 2013.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of PSI (other than Disqualified Stock) or to PSI or a Restricted Subsidiary of PSI, times (b) a fraction, the numerator of which is one and the denominator of

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which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (calculated in accordance with Regulation S-X) as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP (other than the treatment of the termination and expiration of management contracts which shall be governed by Accounting Principles Board Opinion No. 2 as in effect before the adoption of FAS 144), and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP (other than the treatment of the termination and expiration of management contracts which shall be governed by Accounting Principles Board Opinion No. 2 as in effect before the adoption of FAS 144), and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the indenture.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each of:

(1) PSI’s Domestic Subsidiaries (other than the HUD Financing Subsidiaries, PSI Surety, Inc. and certain immaterial Subsidiaries in which neither PSI nor any Restricted Subsidiary has made an Investment in excess of $0.1 million); and

(2) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indenture;

and their respective successors and assigns.

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“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

“HUD Financing” means Indebtedness of HUD Financing Subsidiaries that is insured by the Federal Housing Administration, an organizational unit of the United States Department of Housing and Urban Development.

“HUD Financing Subsidiaries” means any Domestic Subsidiary formed solely for the purpose of holding assets pledged as security in connection with any HUD Financing, including Holly Hill Real Estate, LLC, PSI Cedar Springs Hospital Real Estate, Inc., Psychiatric Solutions of Oklahoma Real Estate, Inc., Neuro Rehab Real Estate, L.P., Texas Laurel Ridge Hospital Real Estate L.P., Texas Oaks Psychiatric Hospital Real Estate, L.P., Texas San Marcos Treatment Center Real Estate, L.P., Cypress Creek Real Estate, L.P., West Oaks Real Estate, L.P. and Riveredge Real Estate, Inc.; provided that the designation of a Domestic Subsidiary as a HUD Financing Subsidiary shall be evidenced by an Officers’ Certificate stating that such Domestic Subsidiary shall be designated as a HUD Financing Subsidiary and certifying that the sole purpose of such HUD Financing Subsidiary shall be to hold assets pledged as security in connection with HUD Financing and that the incurrence of the HUD Financing complies with the provisions of the covenant described above under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.”

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6) representing any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

(a) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(b) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances, fees and compensation paid to officers, directors and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If PSI or any Subsidiary of

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PSI sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of PSI such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of PSI, PSI will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.” The acquisition by PSI or any Subsidiary of PSI of a Person that holds an Investment in a third Person will be deemed to be an Investment by PSI or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “— Certain Covenants — Restricted Payments.”

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by PSI or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on the asset or assets that were the subject of such Asset Sale, and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-recourse Debt” means Indebtedness:

(1) as to which neither PSI nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time of both any holder of any other Indebtedness (other than the Notes) of PSI or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of PSI or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

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“Permitted Asset Swap” means sales, transfers or other dispositions of assets, including all of the outstanding Capital Stock of a Restricted Subsidiary, for consideration at least equal to the fair market value of the assets sold or disposed of, but only if the consideration received consists of Capital Stock of a Person that becomes a Restricted Subsidiary engaged in, or property or assets (other than cash, except to the extent used as a bona fide means of equalizing the value of the property or assets involved in the swap transaction) of a nature or type or that are used in, a business having property or assets of a nature or type, or engaged in a business similar or related to the nature or type of the property and assets of, or business of, PSI and the Restricted Subsidiaries existing on the date of such sale or other disposition.

“Permitted Business” means the lines of business conducted by PSI and its Restricted Subsidiaries on July 6, 2005 and the businesses reasonably related thereto, including the ownership, operation and/or management of a hospital, outpatient clinic or other facility or business that is used or useful in or related to the provision of health care services in connection with the ownership, operation and/or management of such hospital or outpatient clinic or ancillary to the provision health care services or information or the investment in or management, lease or operation of a hospital or outpatient clinic

“Permitted Investments” means:

(1) any Investment in PSI or a Restricted Subsidiary;

(2) any Investment in Cash Equivalents;

(3) any Investment by PSI or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, PSI or a Subsidiary;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales”;

(5) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of PSI;

(6) any Investments received in compromise of obligations of such persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(7) Hedging Obligations;

(8) Investments the payment for which is Capital Stock (other than Disqualified Stock) of PSI;

(9) Physician Support Obligations;

(10) Investments in prepaid expenses, negotiable instruments held for collection, utility and workers compensation, performance and similar deposits made in the ordinary course of business;

(11) loans and advances to non-executive officers and employees of PSI or any Restricted Subsidiary in the ordinary course of business in accordance with the past practices of PSI or any Restricted Subsidiary in an aggregate amount for all such loans and advances not to exceed $1.0 at any time outstanding;

(12) Investments in any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under “— Repurchase at the Option of Holders — Asset Sales”;

(13) Investments existing on the date of the indenture; and

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(14) other Investments in any Person having an aggregate fair market value (measured on the date each such investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) that are at the time outstanding, not to exceed $30.0 million.

“Permitted Junior Securities” means:

(1) Equity Interests in PSI or any Guarantor; or

(2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the notes and the Subsidiary Guarantees are subordinated to Senior Debt under the indenture.

“Permitted Refinancing Indebtedness” means any Indebtedness of PSI or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of PSI or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided, however, that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

(2) in the case of Indebtedness other than Senior Debt, such Permitted Refinancing Indebtedness has a final maturity date the same as or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if Subordinated Obligations are being extended, refinanced, renewed, replaced, defeased or refunded, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Subordinated Obligations being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by PSI or by the Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Physician Support Obligation” means a loan to or on behalf of, or a guarantee of, indebtedness of a Qualified Physician made or given by PSI or any of its Subsidiaries, (a) in the ordinary course of its business, and (b) pursuant to a written agreement having a period not to exceed five years; provided, however, that any such guarantee of Indebtedness of a Qualified Physician shall be expressly subordinated in right of payment to the notes or the Subsidiary Guarantees, as the case may be.

“Qualified Physicians” means one or more physicians or health care professionals providing service to patients in a health care facility owned, operated or managed by PSI or any of its Restricted Subsidiaries.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Senior Debt” means:

(1) all Indebtedness of PSI or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) all Indebtedness of PSI or any Guarantor outstanding under HUD Financing;

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(3) any other Indebtedness of PSI or any Guarantor permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any Subsidiary Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(a) any liability for federal, state, local or other taxes owed or owing by PSI;

(b) any Indebtedness of PSI to any of its Subsidiaries or other Affiliates;

(c) the Existing Senior Subordinated Notes;

(d) any trade payables; or

(e) the portion of any Indebtedness that is incurred in violation of the indenture.

“Senior Subordinated Indebtedness” means (i) with respect to PSI, the notes and any other Indebtedness of PSI that specifically provides that such Indebtedness is to have the same rank as the notes in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of PSI which is not Senior Debt; (ii) with respect to any Guarantor, the Subsidiary Guarantees and any other Indebtedness of such Guarantor that specifically provides that such Indebtedness is to have the same rank as the Subsidiary Guarantees in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Guarantor which is not Senior Debt; and (iii) the Existing Senior Subordinated Notes.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date of the indenture.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligations” means any Indebtedness of PSI (whether outstanding on July 6, 2005 or thereafter incurred) that is subordinate or junior in right of payment to the notes pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee of the notes by each of the Guarantors pursuant to the indenture and in the form of the Guarantee endorsed on the form of note attached as Exhibit A to the indenture and any additional Guarantee of the notes to be executed by any Subsidiary of PSI pursuant to the covenant described above under the caption “— Additional Subsidiary Guarantees.”

“Treasury Rate” means, at the time of computation, the yield to maturity of United States Treasury Securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two business days prior to the redemption date or, if such Statistical Release is no longer published, any publicly available source of similar market data)

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most nearly equal to the period from the redemption date to July 15, 2010; provided, however, that if the period from the redemption date to July 15, 2010 is not equal to the constant maturity of a United States Treasury Security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury Securities for which such yields are given, except that if the period from the redemption date to July 15, 2010 is less than one year, the weekly average yield on actually traded United States Treasury Securities adjusted to a constant maturity of one year shall be used.

“Unrestricted Subsidiary” means any Subsidiary of PSI or any successor to any of them) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with PSI or any Restricted Subsidiary of PSI unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to PSI or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of PSI;

(3) is a Person with respect to which neither PSI nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of PSI or any of its Restricted Subsidiaries; and

(5) has at least one director on its Board of Directors that is not a director or executive officer of PSI or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of PSI or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of PSI as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “— Certain Covenants — Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of PSI as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” PSI will be in default of such covenant. The Board of Directors of PSI may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of PSI of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

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(2) the then outstanding principal amount of such Indebtedness.

Form of Registered Notes

The certificates representing the registered notes will be issued in fully registered form, without coupons. Except as described in the next paragraph, the registered notes will be deposited with, or on behalf of, DTC, and registered in the name of Cede & Co., as DTC’s nominee, in the form of a global note. Holders of the registered notes will own book-entry interests in the global note evidenced by records maintained by DTC.

Book-entry interests may be exchanged for certificated notes of like tenor and equal aggregate principal amount, if:

•  DTC notifies us that it is unwilling or unable to continue as depositary or we determine that DTC is unable to continue as depositary and we fail to appoint a successor depositary within 90 days;

•  we provide for the exchange pursuant to the terms of the indenture; or

•  we determine that the book-entry interests will not longer be represented by global notes and we execute and deliver to the trustee instructions to that effect.

As of the date of this prospectus, no certificated notes are issued and outstanding.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summary is a general discussion of material U.S. federal income tax considerations to a holder relating to the exchange of old notes for registered notes in the exchange offer as of the date hereof. This summary is generally limited to holders who hold the old notes as “capital assets” within the meaning of Section 1221 of the Code (as defined below) (i.e., generally as investments) and does not deal with special tax situations including those that may apply to particular holders such as tax-exempt organizations, holders subject to the U.S. federal alternative minimum tax, brokers, dealers in securities, commodities or foreign currencies, banks or other financial institutions, hybrid entities, real estate investment trusts, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, insurance companies, regulated investment companies, certain former citizens or former long-term residents of the United States, partnerships or other pass-through entities, holders whose “functional currency” is not the U.S. dollar and persons who hold the old notes in connection with a “straddle,” “hedging,” “conversion” or other risk reduction transaction. This discussion does not address the tax consequences arising under any state, local or foreign law, nor consider the effect of the U.S. federal estate or gift tax laws.

If a partnership is a beneficial owner of an old note, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors about the U.S. federal income tax considerations relating to the exchange of old notes for registered notes in the exchange offer as well as the ownership and disposition of the registered notes.

The U.S. federal income tax considerations set forth below are based upon the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder, court decisions, and rulings and pronouncements of the Internal Revenue Service, or the IRS, now in effect, all of which are subject to change. Holders should particularly note that any such change could have retroactive application so as to result in U.S. federal income tax consequences different from those discussed below. No ruling has been or is expected to be sought from the IRS with respect to the statements made and the conclusions reached in this discussion, and the IRS would not be precluded from taking contrary positions. As a result, the IRS might not agree with all of the tax characterizations and the tax consequences described below.

Exchange Offer

We believe that the exchange of the old notes for registered notes in the exchange offer will not constitute an exchange for U.S. federal income tax purposes, and thus will have no U.S. federal income tax consequences to you. The registered notes received by you will be treated as a continuation of the old notes. For example, there will be no change in your tax basis and the holding period for the registered notes will be the same as that applicable to the old notes. In addition, the U.S. federal income tax consequences of holding and disposing of your registered notes would be the same as those applicable to your old notes.

This discussion of material U.S. federal income tax considerations is provided for general information only and does not constitute legal advice to any holder. Holders should consult their own tax advisors with respect to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any state, local or foreign taxing jurisdiction or under any applicable tax treaty.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives registered notes in the exchange offer for its own account must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the notes. We reserve the right in our sole discretion to purchase or make offers for, or to offer registered notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offer pursuant to this prospectus or otherwise and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. This prospectus, as it may be amended or supplemented from time to time, may be used by all persons subject to the prospectus delivery requirements of the Securities Act, including broker-dealers in connection with resales of registered notes received in the exchange offer, where the notes were acquired as a result of market-making activities or other trading activities and may be used by us to purchase any notes outstanding after expiration of the exchange offer. We have agreed that, for a period of 90 days after the expiration of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such a resale.

We will not receive any proceeds from any sale of registered notes by broker-dealers. Notes received by broker-dealers in the exchange offer for their own account may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the registered notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Such a resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from such a broker-dealer and/or the purchasers of any of the registered notes. Any broker-dealer that resells registered notes that were received by it in the exchange offer for its own account and any broker or dealer that participates in a distribution of the notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on such a resale of the notes and any commissions received by those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the reasonable fees and expenses of counsel to the initial purchasers of the old notes, other than commissions or concessions of any brokers or dealers, and will indemnify holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Waller Lansden Dortch & Davis, LLP has passed upon the validity of the registered notes on behalf of the issuer.

EXPERTS

The consolidated financial statements of Psychiatric Solutions, Inc. appearing in Psychiatric Solutions, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006, and Psychiatric Solutions, Inc. management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 included therein (which did not include an evaluation of the internal control over financial reporting of Alternative Behavioral Services, Inc.), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in its reports thereon, which as to the report on internal control over financial reporting contains an explanatory paragraph describing the above-referenced exclusion of Alternative Behavioral Services, Inc. from the scope of management’s assessment and such firm’s audit of internal control over financial reporting, included therein, and incorporated herein by reference. Such financial statements and

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management’s assessment are, and audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and management’s assessments (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Horizon Health Corporation as of August 31, 2006 and 2005 and for each of the three years in the period ended August 31, 2006 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) of Horizon Health Corporation as of August 31, 2006 incorporated in this prospectus by reference to Horizon Health Corporation’s Annual Report on Form 10-K for the year ended August 31, 2006 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The combined financial statements of Behavioral Healthcare Services at December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, appearing in our Current Report on Form 8-K, filed with the SEC on August 31, 2005, and incorporated herein by reference, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the ability of Behavioral Healthcare Services to continue as a going concern as described in Note 1 to the combined financial statements), included therein, and incorporated herein by reference. Such combined financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Alternative Behavioral Services, Inc. at December 31, 2005 and for the year ended December 31, 2005 appearing in this prospectus have been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as set forth in their report (which contains an explanatory paragraph relating to ABS’s restatement of its financial statements as described in Note 13 to the financial statements) thereon appearing herein. Such consolidated financial statements are provided herein in reliance upon such report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus summarizes material provisions of contracts and other documents to which we refer you. Since this prospectus may not contain all the information that you may find important, you should review the full text of those documents. You should rely only on the information contained and incorporated by reference in this prospectus.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC’s website at www.sec.gov.

We make available free of charge through our website, which you can find at www.psysolutions.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13 (a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are “incorporating by reference” information we and Horizon Health file with the SEC, which means:

•  incorporated documents are considered part of this prospectus;

•  we can disclose important information to you by referring you to those documents; and

•  information that we file later with the SEC automatically will update and supersede information contained in this prospectus.

79

We are incorporating by reference the following documents, which we and Horizon Health have previously filed with the SEC:

(1) combined Financial Statements of Behavioral Healthcare Services as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004 (incorporated by reference to our Current Report on Form 8-K, filed with the SEC on August 31, 2005);

(2) our Annual Report on Form 10-K for the year ended December 31, 2006;

(3) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007;

(4) the portions of our Current Report on Form 8-K filed with the SEC on May 8, 2007 that are deemed “filed” with the SEC under the Exchange Act;

(5) our Current Report on Form 8-K filed with the SEC on May 16, 2007;

(6) the portions of our Current Reports on Form 8-K filed with the SEC on May 22, 2007 that are deemed “filed” with the SEC under the Exchange Act;

(7) the portions of our Current Report on Form 8-K filed with the SEC on May 25, 2007 that are deemed “filed” with the SEC under the Exchange Act;

(8) the portions of our Current Report on Form 8-K filed with the SEC on June 1, 2007 that are deemed “filed” with the SEC under the Exchange Act;

(9) our Current Report on Form 8-K filed with the SEC on June 12, 2007;

(10) our Current Report on Form 8-K/A filed with the SEC on July 6, 2007;

(11) our Current Report on Form 8-K filed with the SEC on July 13, 2007;

(12) our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 16, 2007;

(13) Horizon Health’s Annual Report on Form 10-K for the year ended August 31, 2006;

(14) Horizon Health’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007; and

(15) any of our future filings with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is completed; provided that this prospectus will not incorporate any information that we may furnish to the SEC under Item 2.02 or Item 7.01 of Form 8-K.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You can obtain copies of the documents incorporated by reference in this prospectus without charge through our website (www.psysolutions.com) or, with respect to items 13 and 14 listed above, the SEC’s website (www.sec.gov) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC, or by requesting them in writing or by telephone at the following addresses:

Psychiatric Solutions, Inc.

6640 Carothers Parkway, Suite 500

Franklin, Tennessee 37067

Attention: Investor Relations

(615) 312-5700

80

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2005

Nine Months Ended September 30, 2005 (Unaudited) and September 30, 2006 (Unaudited)

Index

	Page(s)
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Changes in Stockholder’s Equity		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder

Alternative Behavioral Services, Inc. and Subsidiaries

In our opinion, the accompanying consolidated balance sheet and the related consolidated statement of operations, of changes in stockholder’s equity and of cash flows present fairly, in all material respects, the consolidated financial position of Alternative Behavioral Services, Inc. and Subsidiaries (the “Company”) at December 31, 2005, and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As described in Note 13 to the consolidated financial statements, the Company has restated stockholder’s equity as of January 1, 2005 to reflect the consolidation of an entity merged into the Company in 2005 from an affiliated company.

PricewaterhouseCoopers LLP

McLean, Virginia

June 28, 2006

F-2

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

September 30, 2006 (Unaudited) and December 31, 2005

	September 30,			December 31,
	2006			2005
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	1,259,753		$	1,022,137
Restricted short-term investments		814,188			798,595
Accounts receivable, less allowance for doubtful accounts of $2,528,080 and $2,541,949		28,772,323			24,198,435
Receivable from third-party payors		3,538,784			3,321,980
Prepaid expenses and other assets		3,667,964			3,782,491
Income taxes receivable		3,025,121			—
Deferred income tax assets		2,543,006			3,024,470
Total current assets		43,621,139			36,148,108
Assets held for sale		3,330,528			3,330,528
Property, plant and equipment, net (Note 3)		42,807,270			42,805,211
Deferred income tax assets		2,821,572			3,355,854
Goodwill		833,329			833,329
Other intangible assets, net (Note 4)		4,880,600			5,173,250
Other long-term assets		605,176			616,976
Total assets	$	98,899,614		$	92,263,256
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Current maturities of long-term debt obligations	$	584,560		$	361,386
Accounts payable		6,545,290			5,826,290
Cash overdraft		1,559,639			2,650,814
Payable to providers		2,700,150			2,187,520
Payable to third-party payors		3,056,519			3,617,448
Accrued salaries and vacation pay		6,529,335			5,531,908
Self-insured retentions		3,955,409			3,444,917
Other accrued expenses		2,195,769			1,640,062
Income taxes payable		—			167,939
Due to affiliated companies, net		9,745,437			—
Total current liabilities		36,872,108			25,428,284
Capital lease obligation, less current portion		5,710,550			5,315,285
Notes payable, less current portion		1,960,601			2,092,019
Other long-term liabilities		941,371			831,272
Total liabilities		45,484,630			33,666,860
Commitments and contingencies (Notes 5, 7, 8 and 10)
Stockholder’s equity
Common stock, $1 par value, 5,000 shares authorized, 1,000 shares issued and outstanding		1,000			1,000
Additional paid-in capital		78,062,640			78,062,640
Accumulated deficit		(24,648,656	)		(19,467,244	)
Total stockholder’s equity		53,414,984			58,596,396
Total liabilities and stockholders’ equity	$	98,899,614		$	92,263,256

The accompanying notes are an integral part of the consolidated financial statements.

F-3

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Nine Months Ended September 30, 2006 and 2005 (Unaudited) and Year Ended December 31, 2005

	Nine Months			Nine Months			Year
	Ended			Ended			Ended
	September 30,			September 30,			December 31,
	2006			2005			2005
	(Unaudited)			(Unaudited)
Operating revenue, net	$	151,559,904		$	142,007,444		$	190,335,598
Operating and administrative expenses		142,823,579			133,915,070			178,522,982
Depreciation and amortization		2,911,028			3,099,078			4,138,437
Loss on disposals of property, plant and equipment		3,834			11,491			60,104
Operating expenses		145,738,441			137,025,639			182,721,523
Operating income		5,821,463			4,981,805			7,614,075
Non-operating income (expense)
Interest income		48,169			78,507			93,104
Interest allocation from FHC		(12,354,549	)		(10,701,657	)		(14,985,997	)
Interest expense		(656,078	)		(884,070	)		(1,170,639	)
Net loss before income taxes		(7,140,995	)		(6,525,415	)		(8,449,457	)
Income tax benefit		1,959,583			4,396,627			5,208,925
Net loss	$	(5,181,412	)	$	(2,128,788	)	$	(3,240,532	)

The accompanying notes are an integral part of the consolidated financial statements.

F-4

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

Nine Months Ended September 30, 2006 (Unaudited) and Year Ended December 31, 2005

			Additional						Total
	Common		Paid-in			Accumulated			Stockholder’s
	Stock		Capital			Deficit			Equity
January 1, 2005, as restated (Note 13)	$	1,000	$	86,833,217		$	(16,226,712	)	$	70,607,505
Net loss		—		—			(3,240,532	)		(3,240,532	)
Net distribution to Parent (Note 9)		—		(8,770,577	)		—			(8,770,577	)
December 31, 2005		1,000		78,062,640			(19,467,244	)		58,596,396
Net loss (unaudited)		—		—			(5,181,412	)		(5,181,412	)
September 30, 2006 (unaudited)	$	1,000	$	78,062,640		$	(24,648,656	)	$	53,414,984

The accompanying notes are an integral part of the consolidated financial statements.

F-5

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30, 2006 and 2005 (Unaudited) and Year Ended December 31, 2005

	Nine Months			Nine Months			Year
	Ended			Ended			Ended
	September 30,			September 30,			December 31,
	2006			2005			2005
	(Unaudited)			(Unaudited)
Operating activities
Net loss	$	(5,181,412	)	$	(2,128,788	)	$	(3,240,532	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Provision for bad debts		2,030,718			2,288,736			2,372,628
Depreciation and amortization		2,911,028			3,099,078			4,138,437
Net loss on disposals of property, plant and equipment		3,834			11,491			60,104
Deferred income taxes		1,015,746			(2,550,416	)		(3,228,744	)
Cash (used in) provided by changes in assets and liabilities Restricted short-term investments		(15,593	)		(11,677	)		(23,595	)
Accounts receivable		(6,604,606	)		(3,018,607	)		(1,769,584	)
Receivable from/payable to third-party payors, net		(777,733	)		(160,633	)		(188,265	)
Prepaid expenses and other assets		114,527			857,480			494,209
Accounts payable and accrued expenses		2,272,134			3,857,147			2,485,773
Payable to providers		512,630			(392,356	)		92,057
Accrual of other long-term liabilities		110,099			805,579			831,272
Self-insured retentions		510,492			128,996			(777,146	)
Income taxes receivable/payable		(3,193,060	)		(1,900,899	)		934,580
Net cash (used in) provided by operating activities		(6,291,196	)		885,131			2,181,194
Investing activities
Purchases of property, plant and equipment		(1,882,968	)		(2,039,483	)		(3,396,392	)
Proceeds from sales of property, plant and equipment		17,090			179,727			183,727
Proceeds from equity distribution of unconsolidated affiliates		11,800			64,365			64,365
Net cash used in investing activities		(1,854,078	)		(1,795,391	)		(3,148,300	)
Financing activities
Payments on capital lease obligations		(219,203	)		(151,627	)		(187,290	)
Payments on long-term obligations		(129,016	)		(104,722	)		(184,096	)
(Decrease) increase in cash overdraft		(1,091,175	)		(200,192	)		595,612
Advances from affiliated companies, net		9,822,284			1,304,039			487,775
Net cash provided by financing activities		8,382,890			847,498			712,001
Increase (decrease) in cash and cash equivalents		237,616			(62,762	)		(255,105	)
Cash and cash equivalents
Beginning of period		1,022,137			1,277,242			1,277,242
End of period	$	1,259,753		$	1,214,480		$	1,022,137
Supplemental disclosures
Interest paid	$	650,558		$	582,393		$	818,053
State and Puerto Rico income taxes paid, net		144,606			70,933			42,785
Other non-cash transactions
Acquisition of property, plant and equipment financed by capitalized lease obligations		835,240			5,652,711			5,652,711
Net distribution to Parent (Note 9)		—			—			8,770,577

The accompanying notes are an integral part of the consolidated financial statements.

F-6

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Summary of Significant Accounting Policies

Organization and Description of Business

Alternative Behavioral Services, Inc. and its subsidiaries (collectively, “ABS” or the “Company”) is a wholly-owned subsidiary of FHC Health Systems, Inc. (“FHC” or the “Parent”). ABS assists children, adolescents, young adults, adults and their families in overcoming behavioral health challenges and leading functional lives by providing group home, independent living, detention, alternative school, in-home, residential treatment, and acute hospitalization patient care services, as well as providing behavioral managed care services to covered beneficiaries in Puerto Rico. FHC Financial Corporation (“FHC Financial”). was a subsidiary of FHC. Effective November 15, 2005, FHC Financial merged into ABS (see Note 13).

Unaudited Interim Consolidated Financial Statements

The accompanying unaudited consolidated balance sheet as of September 30, 2006, the related unaudited statement of changes in stockholder’s equity for the nine months ended September 30, 2006, and the related unaudited consolidated statements of operations and cash flows for the nine months ended September 30, 2006 and 2005 (the “unaudited interim consolidated financial statements”) have been prepared by the Company’s management in accordance with accounting principles generally accepted in the United States for interim financial information and are unaudited. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the interim results have been included.

The unaudited consolidated financial statements should be read in conjunction with the audited financial statements appearing herein. The results of the nine months ended September 30, 2006 may not be indicative of consolidated operating results for the full respective year.

Liquidity

The Company and its subsidiaries are guarantors of FHC’s senior credit facilities. As of December 31, 2005 and March 31, 2006, FHC was not in compliance with its financial covenants under its senior credit facilities. The non-compliance was waived by FHC’s lender and the senior credit facilities were amended such that FHC believes it will remain in compliance with the provisions of its lending agreements through December 31, 2006. The ability of FHC to be in compliance with these covenants through December 31, 2006 is dependent on FHC achieving its forecasted operating results for 2006. There can be no assurance that FHC will achieve its forecasted operating results for 2006.

FHC’s plans include the expected sale of the Company with the proceeds to be used to repay approximately $138 million of its indebtedness, or 40% of its total. FHC is currently in discussion with its lenders to permit the sale of ABS and to amend its credit facilities to allow it to remain compliant with the covenants whether ABS is sold or not.

Without these events or other alternative actions that FHC is exploring, including a refinancing or equity investment or further waiver from its lenders, FHC’s forecasts and current restrictive covenants indicate that there is a risk of a potential default. A default would permit the lenders to accelerate the maturity of the debt under the senior credit facility agreements and to foreclose upon any collateral securing the debt, including the Company’s assets and stock. Because of the aforementioned conditions, there could be a material adverse impact on the Company’s financial position.

F-7

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidation

The consolidated financial statements include the accounts of ABS and its wholly-owned subsidiaries. All significant intercompany transactions are eliminated upon consolidation.

Estimation Process

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Such estimates and assumptions may change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Revenue Recognition

Revenue for patient care is recognized based on contracted rates in effect at the time services are provided. Revenue for managed care services is recognized on a contracted capitation rate basis per member per month over the period beneficiaries are entitled to provider services.

Health Care Services

Operating revenues include estimated amounts reimbursable by Medicare and various state Medicaid programs under the provisions of cost-reimbursement formulas. Amounts received for treatment of patients covered by such programs and certain other payors are generally less than the established billing rates of the Company’s facilities. The difference between established billing rates and amounts received is accounted for as a contractual allowance. Cost-based reimbursements are subject to examination and retroactive adjustment by the agencies administering the programs. Provision has been made in the accompanying financial statements for adjustments that may result from such examinations or other changes in management’s estimate of cost-based reimbursement. The Company believes that it has accurately filed cost reports following proper methodology. To the extent that recorded amounts vary from the amount of final settlement, earnings are adjusted in the period in which the final settlement is determined. The Company’s operating revenue was increased by approximately $285,000, decreased by approximately $8,000 and increased by approximately $118,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively, as a result of such settlements or changes in estimates.

The Company provides care without charge or at amounts less than established rates to patients who meet the Company’s charity care policy. Such charity care services are not reported as revenue since no payment is anticipated. The Company provided charity care services, measured in terms of established rates, of approximately $244,000, $105,000 and $119,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively.

Managed Care

ABS provides inpatient, outpatient and pharmacy management services under contracts with employer health plans and state governments; and provides Employee Assistance Program services to employers and local municipalities. Managed care at-risk revenue is recognized on a capitated basis per month over the period that beneficiaries are entitled to provider services. Managed care administrative revenue is recognized on a per covered employee or member per month basis over the period that beneficiaries are entitled to provider services.

Managed Care Expenses

Managed care expenses are recognized as operating and administrative expenses as managed care services are provided. ABS contracts with behavioral health providers at a discounted fee-for-service basis or a

F-8

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

subcapitated basis for authorized behavioral health care and substance abuse services rendered to covered beneficiaries.

Payable to Providers

ABS compensates providers for authorized behavioral health care and substance abuse services to covered beneficiaries. Provider services expense and the payable to providers are accrued as services are provided. ABS uses a variety of methods to estimate the amount payable to providers including historical payment patterns and communication with significant providers to ascertain the level of care being provided beneficiaries for which a claim has not yet been submitted. Any required revisions to these estimates are reflected in operations of the period in which such revisions are determined.

As ABS enters into new contracts to manage behavioral health services, significant historical claim payment information is not always available in estimating medical expense. In addition, each contract awarded or renewed can vary as to the covered services, contracted rates and member populations. Accordingly, the actual incurred expenses may vary from the estimated amounts included in these financial statements. Although such variability is inherent in such estimates, management believes that the reserve for such expenses is adequate.

Premium Deficiency Reserve

ABS establishes a reserve for the probability that anticipated future health care and maintenance costs under certain contracts exceed anticipated future premiums on those contracts. The estimated future costs include fixed and variable, direct and allocable indirect costs. Management has determined that no premium deficiency reserve is needed as of September 30, 2006 (unaudited) or December 31, 2005.

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less when purchased are classified as cash equivalents.

Restricted Short-term Investments

Restricted short-term investments consist of bank certificates of deposit carried at cost, which approximate fair value with a maturity of six months to one year from the date of purchase. A bank certificate of deposit of approximately $175,000 as of September 30, 2006 (unaudited) and December 31, 2005 is restricted by the provisions of a managed care contract for the payment of claims in Puerto Rico. A bank certificate of deposit of approximately $600,000 as of September 30, 2006 (unaudited) and December 31, 2005 is restricted by a letter of credit obtained to secure a surety bond required under a managed care contract in Puerto Rico.

Accounts Receivable

Accounts receivable are comprised of amounts outstanding based on established billing rates less allowances for contractual discounts and doubtful accounts. An allowance for contractual discounts is the difference in the established billing rate and the contracted rate for each specific payor. The services authorized and provided and related reimbursement are often subject to interpretation that could result in payments that differ from management’s estimates. An allowance for doubtful accounts is established for the uninsured patient accounts or patient accounts for which primary insurance has paid, but the portion owed by the patient remains outstanding. Allowances for doubtful accounts are estimates primarily based upon the age of the accounts. Also, included in the allowance for doubtful accounts are reserves for aging or disputed receivables due from third party payors. The Company continues to evaluate and monitor the accounts receivable balances to support and when needed, adjusts both contractual and doubtful account allowances.

F-9

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Investment in Unconsolidated Affiliate

Those affiliates over which the Company has the ability to exert significant influence are accounted for under the equity method. This includes the Company’s investment in NetCare of Virginia, Inc., of which the Company owns twenty-five percent of its common stock.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. In accordance with Statement of Position 98-1 Accounting for the Cost of Computer Software Developed or Obtained for Internal Use, the external direct costs incurred in the development of internal-use software as well as the allocated payroll-related costs of employees are capitalized to the extent that they have devoted efforts to the project. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets. Estimated useful asset lives are as follows:

	Years
Land improvements		3 to 31
Buildings and improvements (exclusive of leasehold improvements)		5 to 40
Furniture, fixtures and equipment		3 to 20

Leasehold improvements are included in buildings and improvements and are depreciated over the lesser of the remaining term of the lease or the remaining estimated useful life of the asset. Capitalized software is amortized over three years.

The Company evaluates the recoverability of its long-lived assets in accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which requires recognition of the impairment of long-lived assets in the event that the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets.

Intangible Assets

Intangible assets were acquired in 2004 and include the estimated fair value of certificates of need, patient referral relationships and noncompete agreements. The patient referral relationships and certificates of need are amortized on a straight-line basis over the expected life of the assets of 15 years. The noncompete agreements are amortized on a straight-line basis over 5 years.

Goodwill

On October 1, 2004, ABS acquired the stock of New Hope Midlands, Inc. and New Hope, Inc. for approximately $6,236,000. The acquisition was accounted for as a purchase. As a result of the acquisition, ABS recorded goodwill of approximately $3,453,000 on the balance sheet. During the second quarter of 2005, the carrying value of the goodwill was reduced by approximately $2,619,000, representing the deferred tax effect of treating the acquisition as an asset purchase for income tax purposes (see Note 2).

As of January 1, 2002, ABS adopted SFAS No. 142, Goodwill and Other Intangible Assets.  Accordingly, the Company is required to test the goodwill for impairment at least on an annual basis. The Company has determined that it has several reporting units. Goodwill is only attributable to one of its reporting units, which is comprised of three residential treatment center facilities (two in South Carolina and one in Virginia). The fair value of the reporting unit was determined by projecting future cash flows at the annual evaluation date of October 1, 2005. The valuation did not indicate any impairment to the recorded goodwill.

F-10

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income Taxes

Income taxes for financial reporting purposes are recorded in accordance with SFAS No. 109, Accounting for Income Taxes.  The asset and liability method under SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the carrying amounts and tax bases of the Company’s asset and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

ABS is included in FHC’s consolidated Federal, combined Virginia, and consolidated/unitary Arizona, Nebraska and California income tax returns. Separate income tax returns are filed in the other states in which ABS conducts business. The income tax provision or benefit is computed for each entity in the consolidated group at the statutory rate based on each entity’s income or loss giving effect to permanent differences.

New Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, Accounting for Income Taxes (“FIN 48”), which clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 requires that the Company recognize in the financial statements the impact of a tax position, if that position is more likely than not to be sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The provisions of FIN 48 are effective beginning January 1, 2007 with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company is currently evaluating the impact of adopting FIN 48 on the financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect SFAS No. 157 to have a material impact on the Company’s financial statements.

In September 2006 the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS No. 158”) which requires an employer to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity. This Statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company does not have any defined benefit postretirement benefit plans, therefore does not expect SFAS No. 158 to have a material impact on the Company’s financial statements.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). Due to diversity in practice, SAB 108 expresses SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary. SAB 108 is effective for fiscal years ending after November 15, 2006.

F-11

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2.   New Hope Facilities Acquisition

As discussed in Note 1, on October 1, 2004, ABS acquired 100% of the stock of two residential treatment centers in South Carolina, New Hope Midlands, Inc. and New Hope, Inc. (“the Centers”), for approximately $6,236,000, including acquisition costs of approximately $185,000. The acquisition was accounted for as a purchase. Earnings of the Centers have been included in the accompanying consolidated statements of operations since the acquisition date.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as determined by an independent appraisal:

Current assets	$	225,000
Property and equipment		2,685,000
Goodwill		833,000
Intangible assets		5,661,000
Assets acquired		9,404,000
Current liabilities		825,000
Long-term debt		2,343,000
Liabilities assumed		3,168,000
Net assets acquired	$	6,236,000

Intangible assets include the estimated fair value of noncompete agreements of $96,000, patient referral relationships of $2,004,000, and certificates of need of $3,561,000. All of the recognized goodwill is expected to be deductible for tax purposes

ABS management made a joint Internal Revenue Code section 338(h)(10) election with the prior owner of the Centers for the acquisition of these two companies. The election treated the acquisition of the companies as an asset purchase for Federal income tax purposes. In 2005 the Internal Revenue Service approved this election, and as a result, the Company reduced its deferred tax liabilities by approximately $2,619,000 and reduced the goodwill recorded from the transaction by the same amount. This adjustment is included in the estimated fair value of net assets acquired in the table above.

Subsequent to the acquisition, the prior owner of the Centers owes ABS amounts primarily comprised of shared overhead services and true-up of the September 30, 2004 conveyed assets and assumed liabilities. In addition, ABS owes the prior owner amounts primarily comprised of shared overhead services and payments made by the prior owner on behalf of ABS. Net amounts owed to the prior owner as of December 31, 2005 was $68,000, and recorded in accounts payable. This balance was paid during the first quarter of 2006.

F-12

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.   Property, Plant and Equipment

Property, plant and equipment as of September 30, 2006 and December 31, 2005 consisted of the following:

	September 30,			December 31,
	2006			2005
	(Unaudited)
Land and land improvements	$	6,933,013		$	6,860,634
Buildings and improvements		59,448,059			58,773,715
Furniture, fixtures and equipment		18,801,014			17,779,348
Construction in progress		2,739,364			2,032,882
		87,921,450			85,446,579
Less accumulated depreciation		(45,114,180	)		(42,641,368	)
	$	42,807,270		$	42,805,211

Depreciation expense aggregated approximately $2,618,000, $2,747,000 and $3,689,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and for the year ended December 31, 2005, respectively.

At September 30, 2006 (unaudited), property, plant, and equipment under capital leases consisted of buildings and equipment with a cost basis of $6,487,951, and accumulated amortization of $848,625. At December 31, 2005, property, plant, and equipment under capital leases consisted of buildings and equipment with a cost basis of $5,652,711, and accumulated amortization of $420,500.

During 1999, ABS closed a psychiatric facility in Nashville, Tennessee. The estimated fair market (expected net realizable) value of the real property owned by the facility is reflected as assets held for sale of approximately $2,489,000 at September 30, 2006 (unaudited) and December 31, 2005.

During 2004, ABS closed a psychiatric facility in Kenbridge, Virginia, which was reclassified to assets held for sale. The estimated fair market (expected net realizable) value of the real property owned by the facility is reflected as assets held for sale of approximately $842,000 at September 30, 2006 (unaudited) and December 31, 2005.

During the first quarter of 2005, ABS sold a psychiatric facility (previously classified as held for sale) located in Richmond, Virginia, and recognized a gain of approximately $2,000.

The Company is currently seeking and working with prospective buyers and is actively engaged in ongoing discussions and negotiations related to the sale of properties held for sale.

4.   Other Intangible Assets

Other intangible assets as of September 30, 2006 (unaudited) and December 31, 2005 consisted approximately of the following:

	Certificates			Patient Referral
September 30, 2006	of Need			Relationships			Noncompete			Total
	(Unaudited)
Cost	$	3,561,000		$	2,004,000		$	96,000		$	5,661,000
Accumulated amortization		(475,000	)		(267,000	)		(38,000	)		(780,000	)
Net book value	$	3,086,000		$	1,737,000		$	58,000		$	4,881,000

F-13

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Certificates			Patient Referral
December 31, 2005	of Need			Relationships			Noncompete			Total
Cost	$	3,561,000		$	2,004,000		$	96,000		$	5,661,000
Accumulated amortization		(297,000	)		(167,000	)		(24,000	)		(488,000	)
Net book value	$	3,264,000		$	1,837,000		$	72,000		$	5,173,000

Amortization of other intangibles assets for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005 was as follows:

	September 30,		September 30,		December 31,
	2006		2005		2005
	(Unaudited)		(Unaudited)
Certificates of need	$	178,000	$	237,000	$	297,000
Patient referral relationships		100,000		101,000		134,000
Noncompete		14,000		14,000		19,000
	$	292,000	$	352,000	$	450,000

Amortization of other intangible assets for each of the five years in the period ending December 31, 2010 and thereafter, are as follows:

2006	$	390,000
2007		390,000
2008		390,000
2009		386,000
2010		371,000
Thereafter		3,246,000
	$	5,173,000

5.   Income Taxes

The tax benefit for the nine months ended September 30, 2006 and 2005 (unaudited) was approximately $2.0 million and $3.5 million, respectively. The effective tax rate in 2005 was impacted by an approximate $2.5 million income tax benefit as a result of management’s reassessment of its valuation allowance for deferred income tax assets in Puerto Rico.

First Hospital Panamericano, Inc. (“Panamericano”), a subsidiary, has been granted a partial exemption from income taxes and real estate taxes under the benefits granted by Act No. 168 (Hospital Facilities Tax Exemption). The Act provides for a 50% reduction in the Puerto Rico taxable income and a partial exemption from real estate taxes and is effective through June 30, 2007.

Effective October 1, 1992, Panamericano elected to be treated as a Possessions Corporation under Internal Revenue Service Code Section (“IRC”) 936 and, therefore, was not subject to federal income taxes through December 31, 2001. The 1996 Small Business Act repealed Section 936 on a prospective basis over a 10-year transition period. For taxable periods after 1995 and before 2002, the credit allowed under Section 936 is calculated the same as under the tax law prior to 1996. For tax periods after 2001 and before 2006, the credit is subject to a cap as outlined in the IRC.

FHC’s tax returns are subject to examination by the Internal Revenue Service and other government agencies in the jurisdictions where FHC operates. As of September 30, 2006 (unaudited) and December 31, 2005, ABS had accrued $1,500,000 for potential future unfavorable settlements of these examinations. Any

F-14

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

differences between tax contingency reserves and additional assessed liabilities will be adjusted at the time the examinations close, or at the time that the opportunity for the agencies to examine the returns expires.

Deferred tax assets and liabilities relate to temporary differences between the recorded basis of assets and liabilities for financial reporting and income tax purposes. Significant components of deferred tax balances as of December 31, 2005 are as follows:

Deferred tax assets
Allowance for bad debts	$	1,323,201
Payable to providers		98,315
Malpractice insurance reserves		611,511
Accrued vacation		1,403,524
Estimated reserves		192,516
Prepaid expenses		113,066
Impairment loss		4,106,413
Other		211,071
Federal, state and Puerto Rico net operating loss carryforwards		4,216,544
Deferred tax assets before valuation allowance		12,276,161
Less valuation allowance		(650,855	)
Deferred tax assets	$	11,625,306
Deferred tax liabilities
Reversal of cash basis accounting for tax purposes	$	(854,984	)
Depreciation		(2,116,457	)
Non-accrual experience method		(404,483	)
Accrued employee benefits		(157,727	)
Software development		(733,596	)
Intangible assets and other		(977,735	)
Deferred tax liabilities		(5,244,982	)
Net deferred tax asset	$	6,380,324

The valuation allowance relates to deferred tax assets and Puerto Rico and state net operating loss carryforwards not expected to be realized.

The net deferred tax assets are classified in the accompanying December 31, 2005 balance sheet, as follows:

Current assets	$	3,024,470
Noncurrent assets		3,355,854
	$	6,380,324

Puerto Rico and state net operating losses available for carryforward approximated $54,468,000 at December 31, 2005. Puerto Rico and state net operating loss carryforwards expire beginning in the year ended December 31, 2006.

F-15

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax benefit for the year ended December 31, 2005 consisted of the following:

Current income tax expense (benefit)
Federal	$	(3,129,755	)
State		128,576
Foreign		1,020,998
Deferred income tax expense (benefit)
Federal		(788,706	)
State		(620,024	)
Foreign		710,194
Change in valuation allowance		(2,530,208	)
Total income tax benefit	$	(5,208,925	)

The effective income tax rate on the Company’s pre-tax losses differs from the Federal statutory income tax rate for the year ended December 31, 2005 as follows:

Statutory Federal income tax rate	35	%
State and Puerto Rico taxes, net of Federal benefit	(16	)
Current year effect of Sec 936 Federal tax benefit	2
Permanent differences	(1	)
Change in valuation allowance	30
Tax impact of Sec 936 phase-out of Federal tax benefit	12
	62	%

6.   Retirement Plans

The Company’s domestic subsidiaries participate in FHC’s 401(k) plan. The Company’s Puerto Rico subsidiaries participate in a separate FHC 401(k) plan. Each is a defined contribution employee benefit plan. The Company made aggregate contributions to the plans of approximately $685,000, $588,000 and $815,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively.

7.   Capital Leases

At September 30, 2006 (unaudited) and December 31, 2005, the Company leased certain real property and equipment under agreements classified as capital leases. The real property and equipment and the related liabilities under the capital leases were recorded at the present value of the future payments due under the leases.

F-16

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following is a schedule of the future minimum lease payments under capital lease obligations together with the total present value of the future minimum lease payments at December 31, 2005:

Year Ending December 31,
2006	$	758,884
2007		829,893
2008		837,175
2009		804,729
2010		796,842
Thereafter		7,490,897
Total minimum lease payments		11,518,420
Less amount representing interest		(6,052,999	)
Present value of minimum lease payments	$	5,465,421

The fair value of the capital lease obligations at September 30, 2006 (unaudited) and December 31, 2005 approximates book value.

The Company entered into a capitalized lease that is collateralized by real property, and payable in monthly installments through September 2019. The balance of this obligation as of September 30, 2006 (unaudited) is approximately $3,216,000, including $96,000 due within one year. The balance of this obligation as of December 31, 2005 is approximately $3,280,000, including $79,000 due within one year.

The Company entered into a capitalized lease that is collateralized by real property, and payable in monthly installments through December 2019. The balance of this obligation as of September 30, 2006 (unaudited) is approximately $2,002,000, including $35,000 due within one year. The balance of this obligation as of December 31, 2005 is approximately $2,023,000, including $25,000 due within one year.

The Company entered into various capitalized leases that are collateralized by equipment, and payable in monthly installments through July 2009. The balance of these obligations as of September 30, 2006 (unaudited) is approximately $129,000, including $48,000 due within one year. The balance of these obligations as of December 31, 2005 is approximately $163,000, including $46,000 due within one year.

The Company entered into various capitalized leases during the nine months ended September 30, 2006 (unaudited) that are collateralized by equipment, and payable in monthly installments through September 2010. The balance of these obligations as of September 30, 2006 (unaudited) is approximately $734,000, including $192,000 due within one year.

8.   Long Term Obligations

Subordinated Debt

During 2003, the Company’s residential treatment and acute care facility in Hopkinsville, Kentucky financed the acquisition of land adjacent to the facility by issuing $225,000 in subordinated debt, payable in equal annual installments over five years at 6% interest. The balance of this debt is $143,000 as of September 30, 2006 (unaudited) and December 31, 2005 including $45,000 due within one year.

Notes Payable

In conjunction with the acquisition of the Centers (see Note 2), ABS assumed notes payable of approximately $366,000 with interest ranging from 8.06% to 9.00%, collateralized by real property with a net book value of $119,000 and $135,000 as of September 30, 2006 (unaudited) and December 31, 2005, respectively, payable in monthly installments, maturing at various dates through July 2012. The balance of

F-17

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

these notes payable in aggregate as of September 30, 2006 (unaudited) and December 31, 2005 is approximately $292,000 and $320,000, respectively, including $39,000 and $37,000 due within one year.

Bank of America Note

In conjunction with the acquisition of the Centers (see Note 2), ABS assumed a note payable to Bank of America of approximately $1,980,000. This loan bears interest at the 3 month LIBOR rate plus 2.5%, is collateralized by real property with a net book value of $2,044,000 and $2,323,000 as of September 30, 2006 (unaudited) and December 31, 2005, respectively, and is repayable in monthly installments of $10,476, plus interest, through December 31, 2007, with the remaining balance due at that time. In February 2005, this loan was refinanced with Bank of America. The new loan bears interest at the one month LIBOR rate plus 2.35% (7.97% and 6.39% as of September 30, 2006 (unaudited) and December 31, 2005, respectively), and is repayable in monthly installments of $10,801, plus interest, through March 1, 2010, with the remaining balance of approximately $1,300,000 due at that time. The balance of this note payable as of September 30, 2006 (unaudited) and December 31, 2005 is approximately $1,739,000 and $1,840,000, respectively, including $129,000 and $129,000 due within one year.

Aggregate maturities of all ABS’s long-term obligations, excluding capital lease obligations, at December 31, 2005, are as follows:

Year Ending December 31,
2006	$	211,250
2007		217,178
2008		211,030
2009		314,066
2010		1,332,212
Thereafter		17,533
	$	2,303,269

9.   Related Party Transactions

The net amount due to affiliated companies at September 30, 2006 (unaudited) primarily represents non-interest bearing advances made to the Company for payroll costs paid on behalf of the Company and for interest expense allocated by FHC. Management, based on discussions with the affiliated companies, estimates that the amounts included in current liabilities will be repaid by the Company within one year.

At December 31, 2005, ABS forgave its net intercompany receivables due from FHC and other affiliated companies, which were recorded as a reduction in additional paid-in capital of approximately $8,771,000.

Under a management agreement and shared service agreements with FHC and ValueOptions, Inc., a wholly-owned subsidiary of FHC, the Company was allocated approximately $1,372,000, $1,592,000 and $2,099,000 in overhead costs and approximately $12,355,000, $10,702,000 and $14,986,000 in interest expense for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively. Management fees are allocated based on operating revenues and shared services are allocated based on various metrics specific to the services provided. Interest expense is allocated based on the sum of average accounts receivable and average net book value of property, plant and equipment. Management believes these allocation methods to be reasonable. Under a management agreement with ValueOptions, Inc., the Company was charged management fees of approximately $36,000, $36,000 and $48,000 for claims payment and administrative services for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively. The overhead costs and management fees are reported within operating and administrative expenses.

F-18

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company rents space from an affiliated company and recognized rental expense of approximately $432,000, $279,000 and $373,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively. Additionally, affiliated companies provided business travel, drug testing and laboratory services, outcome analysis, credentialing, pharmacy benefits and operations management services to the Company. The total cost of these services aggregated approximately $1,944,000, $1,893,000 and $2,383,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively. These costs are reported within operating and administrative expenses.

The Company, through wholly-owned subsidiary First Home Care Corporation, provided certain management, financial, and other services to the Foundations for Home and Community, Inc. (the “Foundation”), a Virginia non-stock, not-for-profit Corporation. Certain executives of the Company serve as members of the Foundation’s Board of Directors and elected officers. The Company recognized operating revenue for management, financial, and other services provided of $5,165,000, $3,576,000 and $5,118,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively. In accordance with a provision in the management agreement, the Company recognized interest income for non-payment of invoices, charged at 1.5% per month, in the amount of $0, $59,000 and $59,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively. A receivable from the Foundation of $618,000 and $685,000 as of September 30, 2006 (unaudited) and December 31, 2005, respectively, is included in prepaid expenses and other assets.

The Company also provided the Foundation with a $500,000 revolving line of credit agreement which expired during 2005. Outstanding balances were payable on or before October 1, 2005 with interest payable monthly at prime plus 3%. There were no amounts outstanding as of December 31, 2005. There was no interest income recognized on borrowings for the year ended December 31, 2005.

The Company, through wholly-owned subsidiary ABS LINCS TX, Inc., provided consulting services to ValueOptions, Inc. for provider network relations under an agreement beginning in 2006. The Company recognized operating revenue of $258,000 for the nine months ended September 30, 2006 (unaudited). A receivable from ValueOptions, Inc. of $258,000 as of September 30, 2006 (unaudited) is included in prepaid expenses and other assets.

10.   Commitments and Contingencies

Operating Leases

The Company leases space and equipment for certain of its programs under leases expiring at various dates through the year 2014. Rent expense aggregated approximately $1,952,000, $2,218,000 and $2,985,000 for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively.

As of December 31, 2005, aggregate future minimum lease payments under all leases for the years ending after December 31, 2005, are as follows:

Year ending December 31, 2005
2006	$	1,591,491
2007		754,783
2008		619,051
2009		501,340
2010		426,258
	$	3,892,923

F-19

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Litigation

The Company is from time to time subject to claims and suits arising in the ordinary course of operations. In the opinion of management, the ultimate resolution of such pending legal proceedings will not have a material effect on the Company’s consolidated financial position or results of operations.

Liability Insurance

The Company, through FHC, maintains professional and general liability, as well as managed care errors and omissions liability, insurance coverage under claims-made policies. Effective September 1, 2003, FHC is insured for losses up to $15,000,000 per claim and in the aggregate, with self-insured retentions of $1,000,000 per claim and no aggregate, and maintains an umbrella policy with additional limits of $10,000,000 per claim and in the aggregate. Effective November 11, 2005, FHC is insured for losses up to $15,000,000 per claim and in the aggregate, with self-insured retentions of $2,500,000 per claim and no aggregate, and maintains an umbrella policy with additional limits of $10,000,000 per claim and in the aggregate.

Effective June 1, 2004, the ABS detention facilities are insured for losses up to $1,000,000 per claim and in the aggregate, with a deductible of $50,000 per claim, and maintains an excess liability policy with additional limits of $9,000,000 per occurrence and in the aggregate.

Claims reported endorsements (tail coverage) are available if the policies are not renewed to cover claims incurred but not reported. Management anticipates that renewal coverage will be available at the expiration of the current policies. The Company has accrued a reserve of $1,289,000 and $1,257,000 as of September 30, 2006 (unaudited) and December 31, 2005, respectively, for the self-insured portion and deductible provisions of professional and general liability based upon the Company’s past experience and other relevant information.

Guarantees

On December 18, 2003, the Parent entered into a $305 million Senior Secured Credit Loan and Guarantee Agreement (“Senior Credit Facility”). This loan is guaranteed by FHC and certain of its subsidiaries, including ABS. The loan is collateralized by the guarantors by granting a second priority lien on their accounts receivable, a joint lien on certain properties, a first priority lien on their equipment and other assets and a pledge of the capital stock or ownership interest in each of these entities.

On February 9, 2005, the Parent entered into a $100 million Third Lien Term Loan and Guaranty Agreement (“Third Lien Loan”). On June 28, 2006, the Third Lien Loan was amended and restated to, among other things, make an additional $90 million available under a synthetic letter of credit facility. This loan is guaranteed by FHC and certain of its subsidiaries, including ABS. The Third Lien Loan is collateralized by a third priority lien on the accounts receivable, equipment and other assets of the guarantors, and a pledge of the capital stock or ownership interest in each of these entities and mortgages on real estate.

See Note 1 — Liquidity for additional information regarding these guarantees.

Letter of Credit

ABS obtained a letter of credit to secure a surety bond that is required under a managed care contract in Puerto Rico. The letter of credit totals approximately $600,000 as of September 30, 2006 (unaudited) and December 31, 2005 and expires October 31, 2006 which coincides with the contract period. The letter of credit is subject to fees competitively determined in the marketplace.

F-20

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other Commitments

In October 2004, ABS entered into an application services agreement with an independent vendor to obtain electronic health record software. The vendor will modify its standard software and provide other implementation services to meet the requirements of ABS locations. The software will be implemented by location in phases over three years. Costs incurred to develop and implement the software are accounted for in accordance with SOP 98-1 Accounting for the Cost of Computer Software Developed or Obtained for Internal Use. The cost of these services is expected to aggregate approximately $3,103,000 during the initial three year term of the contract. As of September 30, 2006 (unaudited) and December 31, 2005, respectively, $2,132,000 and $1,301,000 has been spent, of which $1,867,000 and $1,166,000 is included in property, plant and equipment on the accompanying consolidated balance sheets, respectively, and $130,000, $77,000 and $131,000 is included in operating and administrative expense on the accompanying consolidated statements of operations, for the nine months ended September 30, 2006 and 2005 (unaudited) and the year ended December 31, 2005, respectively.

In February 2006, the Company entered into a purchase agreement for the construction of a residential condominium for approximately $2,781,000. As of September 30, 2006, the Company had made required deposits of $55,000. The balance is due upon closing, which is anticipated to occur in late 2007. In November 2006, the purchase agreement was amended to remove the Company from the obligation.

11.   Payable to Providers

The following table provides a reconciliation of the beginning and ending amounts payable to providers:

	September 30,			December 31,
	2006			2005
	(Unaudited)
Payable to providers, beginning of period	$	2,187,520		$	2,095,463
Claims incurred related to:
Current period		7,936,651			15,990,426
Prior periods		(519,556	)		(824,893	)
Total incurred		7,417,095			15,165,533
Claims paid related to:
Current period		(5,557,688	)		(13,941,305	)
Prior periods		(1,346,777	)		(1,132,171	)
Total paid		(6,904,465	)		(15,073,476	)
Payable to providers, end of period	$	2,700,150		$	2,187,520

Claims incurred related to prior periods are recorded as a reduction to operating and administrative expenses in the current period.

In the third quarter of 2006, the Company reached a settlement agreement with a provider for all amounts owed by the Company for prior periods and through June 30, 2006. This settlement resulted in a reduction to previously recorded liabilities of approximately $515,000.

F-21

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12.   Concentrations of Credit Risk

Patient care services are generally provided without requiring collateral from patients, third-party payors or others. A breakdown of the percentage of receivables by payor as of September 30, 2006 (unaudited) and December 31, 2005 is as follows:

	September 30,			December 31,
	2006			2005
	(Unaudited)
Medicare and various Medicaid programs (none individually more than 10%)		20	%		24	%
Virginia Medicaid Program		8			6
Commonwealth of Puerto Rico		15			17
District of Columbia		10			6
Other state and local governments, excluding Medicaid (none individually more than 10%)		18			24
Other payors and nonpatient revenue (Administracion de Seguros de Salud de Puerto Rico is 11% and 2%)		29			23
		100	%		100	%

The breakdown of the percentage of total operating revenue by type of payor is as follows:

	Nine			Nine
	Months			Months			Year
	Ended			Ended			Ended
	September 30,			September 30,			December 31,
	2006			2005			2005
	(Unaudited)			(Unaudited)
Medicare and various Medicaid programs (none individually more than 10%)		22	%		21	%		21	%
Virginia Medicaid Program		10			11			11
Other state and local governments, excluding Medicaid (none individually more than 10%)		26			29			27
Others (none individually more than 10%)		18			16			17
Nonpatient revenue (Administracion de Seguros de Salud de Puerto Rico is 20%, 21%, and 21%)		24			23			24
		100	%		100	%		100	%

Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicare and Medicaid programs.

The Company maintains demand deposits, with one financial institution, the balances of which from time-to-time exceed the federally insured amount.

13.   Restatement

Effective November 15, 2005, FHC Financial, which previously was a wholly-owned subsidiary of FHC, was merged into ABS. Accordingly, these consolidated financial statements include the accounts of FHC

F-22

ALTERNATIVE BEHAVIORAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financial. The previously reported stockholder’s equity for ABS as of January 1, 2005 of $65,395,178 has been retroactively restated to $70,607,505 to reflect this merger.

14.   Subsequent Events — Unaudited

On May 26, 2006, FHC entered into a stock purchase agreement pursuant to which FHC has agreed to sell all of the outstanding capital stock of ABS to Psychiatric Solutions, Inc. (“PSI”) for a cash purchase price of $250 million. On October 27, 2006, the agreement was amended and restated such that the purchase price is $210 million to FHC and (i) $1.2 million over 24 months and (ii) 130,000 shares of newly issued PSI common stock to the principal owner of FHC. Closing of the transaction is conditioned upon satisfaction of customary closing conditions, including the receipt of all necessary governmental permits and approvals. It is anticipated that closing will occur during the fourth quarter of 2006.

F-23

Exchange Offer
for $250,000,000
73/4% Senior Subordinated Notes due 2015

Prospectus

          , 2007

No person has been authorized to give any information or to make any representation other than those contained in this prospectus, and, if given or made, any information or representations must not be relied upon as having been authorized. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of an offer to buy these securities in any circumstances in which this offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made under this prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of Psychiatric Solutions, Inc. since the date of this prospectus.

Until          , 2007, broker-dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the broker-dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

Pursuant to the provisions of Section 145 of the Delaware General Corporation Law, Psychiatric Solutions, Inc. (the “Company”) is required to indemnify any present or former officer or director against expenses reasonably incurred by the officer or director in connection with legal proceedings in which the officer or director becomes involved by reason of being an officer or director if the officer or director is successful in the defense of such proceedings. Section 145 also provides that the Company may indemnify an officer or director in connection with a proceeding in which he or she is not successful in defending if it is determined that the officer or director acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company or, in the case of a criminal action, if it is determined that the officer or director had no reasonable cause to believe his or her conduct was unlawful. Liabilities for which an officer or director may be indemnified include amounts paid in satisfaction of settlements, judgments, fines and other expenses incurred in connection with such proceedings. In a stockholder derivative action, no indemnification may be paid in respect of any claim, issue or matter as to which the officer or director has been adjudged to be liable to the Company (except for expenses allowed by a court).

Pursuant to the provisions of Article VII of the Company’s Amended and Restated Bylaws (the “Bylaws”), the Company is required to indemnify officers or directors to a greater extent than under the current provisions of Section 145 of the Delaware General Corporation Law. Except with respect to stockholder derivative actions, the Company’s Bylaws generally state that an officer or director will be indemnified against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the officer or director in connection with any threatened, pending or completed action, suit or proceeding, provided that (i) such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; and (ii) with respect to criminal actions or proceedings, such officer or director had no reasonable cause to believe his conduct was unlawful. With respect to stockholder derivative actions, the Bylaws generally state that an officer or director will be indemnified against expenses actually and reasonably incurred by the officer or director in connection with the defense or settlement of any threatened, pending or completed action or suit provided that such officer or director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification (except for indemnification allowed by a court) will be made with respect to any claim, issue or matter as to which such officer or director has been adjudged to be liable for negligence or misconduct in the performance of the officer’s or director’s duty to the Company. The Bylaws also provide that expenses for the defense of any action for which indemnification may be available will be advanced by the Company under certain circumstances.

Additionally, pursuant to the Company’s Amended and Restated Certificate of Incorporation, a director is not personally liable to the Company or any of its stockholders for monetary damages for breach of his or her fiduciary duty as a director, except for liability resulting from (i) any breach of the director’s duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) violation of Section 174 of the Delaware General Corporation Law, which generally hold directors liable for unlawful dividends, stock purchases or stock redemptions in the event of the Company’s dissolution or insolvency; or (iv) any transaction from which the director derived an improper personal benefit.

The indemnification provided by the Delaware General Corporation Law, the Company’s Amended and Restated Certificate of Incorporation and the Bylaws is not exclusive of any other rights to which a director or officer of the Company may be entitled. The Company also carries directors’ and officers’ liability insurance.

The Exchange and Registration Rights Agreement contains provisions under which the holders of the notes agree to indemnify the officers, directors and controlling persons of the Company and each of the Subsidiary Guarantors against certain liabilities, including liabilities under the Securities Act of 1933 or to contribute to payments the officers and directors may be required to make with respect to such liabilities.

II-1

Item 21.   Exhibits and Financial Statement Schedules.

(a) Exhibits:

2	.1	Agreement and Plan of Merger by and among PMR Corporation, PMR Acquisition Corporation and Psychiatric Solutions, Inc., dated May 6, 2002, as amended by Amendment No. 1, dated as of June 10, 2002, and Amendment No. 2, dated as of July 9, 2002 (included as Annex A to Amendment No. 1 to the Company’s Registration Statement on Form S-4, filed on July 11, 2002 (Reg. No. 333-90372)).
2	.2	Amended and Restated Stock Purchase Agreement, dated as of October 27, 2006, by and between FHC Health Systems, Inc. and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 2 of the Company’s Current Report on Form 8-K, filed on December 7, 2006).
2	.3	Agreement and Plan of Merger, dated December 20, 2006, by and among Psychiatric Solutions, Inc., Panther Acquisition Sub, Inc. and Horizon Health Corporation (incorporated by reference to Exhibit 2.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 10-K”)).
3	.1	Amended and Restated Certificate of Incorporation of PMR Corporation, filed with the Delaware Secretary of State on March 9, 1998 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 1998).
3	.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of PMR Corporation, filed with the Delaware Secretary of State on August 5, 2002 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2002).
3	.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Psychiatric Solutions, Inc., filed with the Delaware Secretary of State on March 21, 2003 (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement, filed on January 22, 2003).
3	.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Psychiatric Solutions, Inc., filed with the Delaware Secretary of State on December 15, 2005 (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
3	.5	Amended and Restated Bylaws of Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 1997 (the “1997 10-K”)).
3	.6*	Articles of Incorporation of ABS LINCS KY, Inc.
3	.7*	Articles of Incorporation of ABS LINCS NJ, Inc.
3	.8*	Articles of Incorporation of ABS LINCS PA, Inc., as amended.
3	.9*	Articles of Incorporation of ABS LINCS PR, Inc., as amended.
3	.10*	Articles of Incorporation of ABS LINCS SC, Inc.. as amended.
3	.11*	Articles of Incorporation of ABS LINCS TN, Inc., as amended.
3	.12*	Articles of Incorporation of ABS LINCS TX, Inc., as amended.
3	.13*	Articles of Incorporation of ABS LINCS VA, Inc., as amended.
3	.14*	Articles of Incorporation of ABS LINCS VI, Inc., as amended.
3	.15*	Articles of Incorporation of ABS-First Step, Inc., as amended.
3	.16*	Amended and Restated Articles of Incorporation of Alliance Health Center, Inc.
3	.17*	Articles of Incorporation of Alternative Behavioral Services, Inc.
3	.18*	Certificate of Incorporation of Behavioral Educational Services, Inc., as amended.
3	.19	Charter of BHC Alhambra Hospital, Inc. (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form S-4, filed on August 9, 2005 (Reg. No. 333-127332) (the “2005 S-4”)).
3	.20	Charter of BHC Belmont Pines Hospital, Inc. (incorporated by reference to Exhibit 3.10 to the 2005 S-4).
3	.21	Articles of Incorporation of BHC Cedar Vista Hospital, Inc. (incorporated by reference to Exhibit 3.12 to the 2005 S-4).
3	.22	Charter of BHC Fairfax Hospital, Inc. (incorporated by reference to Exhibit 3.15 to the 2005 S-4).
3	.23	Charter of BHC Fort Lauderdale Hospital, Inc. (incorporated by reference to Exhibit 3.16 to the 2005 S-4).

II-2

3	.24	Charter of BHC Fox Run Hospital, Inc. (incorporated by reference to Exhibit 3.17 to the 2005 S-4).
3	.25	Charter of BHC Fremont Hospital, Inc. (incorporated by reference to Exhibit 3.18 to the 2005 S-4).
3	.26	Articles of Incorporation of BHC Health Services of Nevada, Inc. (incorporated by reference to Exhibit 3.20 to the 2005 S-4).
3	.27	Charter of BHC Heritage Oaks Hospital, Inc. (incorporated by reference to Exhibit 3.21 to the 2005 S-4).
3	.28*	Certificate of Incorporation of BHC Holdings, Inc., as amended.
3	.29	Charter of BHC Intermountain Hospital, Inc. (incorporated by reference to Exhibit 3.23 to the 2005 S-4).
3	.30	Articles of Incorporation of BHC Montevista Hospital, Inc. (incorporated by reference to Exhibit 3.27 to the 2005 S-4).
3	.31	Charter of BHC Pinnacle Pointe Hospital, Inc. (incorporated by reference to Exhibit 3.32 to the 2005 S-4).
3	.32	Charter of BHC Sierra Vista Hospital, Inc. (incorporated by reference to Exhibit 3.36 to the 2005 S-4).
3	.33	Charter of BHC Spirit of St. Louis Hospital, Inc. (incorporated by reference to Exhibit 3.37 to the 2005 S-4).
3	.34	Charter of BHC Streamwood Hospital, Inc. (incorporated by reference to Exhibit 3.38 to the 2005 S-4).
3	.35	Articles of Incorporation of BHC Windsor Hospital, Inc. (incorporated by reference to Exhibit 3.41 to the 2005 S-4).
3	.36	Charter of Brentwood Acquisition, Inc. (incorporated by reference to Exhibit 3.43 to the 2005 S-4).
3	.37	Certificate of Incorporation of Brentwood Acquisition-Shreveport, Inc., as amended (incorporated by reference to Exhibit 3.44 to the 2005 S-4).
3	.38*	Articles of Incorporation of Brynn Marr Hospital, Inc.
3	.39*	Certificate of Incorporation of Calvary Center, Inc., as amended.
3	.40	Articles of Incorporation of Canyon Ridge Hospital, Inc. (incorporated by reference to Exhibit 3.45 to the 2005 S-4).
3	.41*	Certificate of Incorporation of Cedar Springs Hospital, Inc., as amended.
3	.42*	Certificate of Incorporation of Compass Hospital, Inc.
3	.43*	Articles of Incorporation of Crawford First Education, Inc., as amended.
3	.44*	Articles of Incorporation of Employee Assistance Services, Inc.
3	.45*	Amended and Restated Articles of Incorporation of FHCHS of Puerto Rico, Inc.
3	.46*	Articles of Incorporation of First Corrections-Puerto-Rico, Inc.
3	.47*	Articles of Incorporation of First Hospital Corporation of Nashville.
3	.48*	Articles of Incorporation of First Hospital Corporation of Virginia Beach.
3	.49*	Articles of Incorporation of First Hospital Panamericano, Inc., as amended.
3	.50	Articles of Incorporation of Fort Lauderdale Hospital, Inc. (incorporated by reference to Exhibit 3.49 to the 2005 S-4).
3	.51	Articles of Incorporation of Great Plains Hospital, Inc. (incorporated by reference to Exhibit 3.14 to the Company’s Registration Statement on Form S-4, filed on July 30, 2003 (Reg. No. 333-107453) (the “2003 Form S-4”)).
3	.52	Articles of Incorporation of Gulf Coast Treatment Center, Inc., as amended (incorporated by reference to Exhibit 3.16 to the 2003 Form S-4).
3	.53	Articles of Incorporation of H. C. Corporation (incorporated by reference to Exhibit 3.18 to the 2003 Form S-4).
3	.54	Articles of Incorporation of Havenwyck Hospital Inc., as amended (incorporated by reference to Exhibit 3.22 to the 2003 Form S-4).
3	.55*	Articles of Incorporation of HHC Augusta, Inc.
3	.56*	Articles of Incorporation of HHC Berkeley, Inc.
3	.57*	Articles of Incorporation of HHC Conway Investment, Inc.
3	.58*	Articles of Incorporation of HHC Cooper City, Inc.

II-3

3	.59*	Certificate of Incorporation of HHC Delaware, Inc.
3	.60*	Articles of Incorporation of HHC Focus Florida, Inc., as amended.
3	.61*	Articles of Incorporation of HHC Indiana, Inc.
3	.62*	Articles of Incorporation of HHC Oconee, Inc.
3	.63*	Articles of Incorporation of HHC Ohio, Inc.
3	.64*	Articles of Incorporation of HHC Poplar Springs, Inc.
3	.65*	Articles of Incorporation of HHC River Park, Inc.
3	.66*	Articles of Incorporation of HHC South Carolina, Inc.
3	.67*	Articles of Incorporation of HHC St. Simons, Inc.
3	.68*	Articles of Incorporation of HHC Toledo, Inc.
3	.69*	Charter of HMHM of Tennessee, Inc.
3	.70*	Certificate of Incorporation of Horizon Behavioral Services, Inc., as amended.
3	.71*	Certificate of Formation of Horizon Health Austin, Inc.
3	.72	Certificate of Incorporation of Horizon Health Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on August 25, 1997, of Horizon Health Corporation (File No. 001-13626)).
3	.73*	Certificate of Incorporation of Horizon Health Hospital Services, Inc.
3	.74*	Certificate of Incorporation of Horizon Health Physical Rehabilitation Services, Inc., as amended.
3	.75*	Articles of Incorporation of Horizon Mental Health Management, Inc., as amended.
3	.76	Articles of Incorporation of HSA Hill Crest Corporation (incorporated by reference to Exhibit 3.24 to the 2003 Form S-4).
3	.77	Articles of Incorporation of HSA of Oklahoma, Inc. (incorporated by reference to Exhibit 3.26 to the 2003 Form S-4).
3	.78	Certificate of Incorporation of InfoScriber Corporation, as amended (incorporated by reference to Exhibit 3.28 to the 2003 Form S-4).
3	.79*	Articles of Incorporation of Kids Behavioral Health of Utah, Inc., as amended.
3	.80*	Certificate of Incorporation of Laurel Oaks Behavioral Health Center, Inc., as amended.
3	.81*	Articles of Incorporation of Laurelwood Associates, Inc., as amended.
3	.82*	Certificate of Incorporation of Mental Health Outcomes, Inc.
3	.83	Articles of Incorporation of Mesilla Valley Hospital, Inc. (incorporated by reference to Exhibit 3.59 to the 2005 S-4).
3	.84	Articles of Incorporation of Mesilla Valley Mental Health Associates, Inc. (incorporated by reference to Exhibit 3.60 to the 2005 S-4).
3	.85	Articles of Incorporation of Michigan Psychiatric Services, Inc. (incorporated by reference to Exhibit 3.30 to the 2003 Form S-4).
3	.86*	Certificate of Incorporation of Mission Vista Behavioral Health Services, Inc., as amended.
3	.87*	Charter of North Spring Behavioral Healthcare, Inc., as amended.
3	.88	Restated Certificate of Incorporation of Premier Behavioral Solutions, Inc., as amended (incorporated by reference to Exhibit 3.63 to the 2005 S-4).
3	.89	Certificate of Incorporation of Premier Behavioral Solutions of Florida, Inc., as amended (incorporated by reference to Exhibit 3.65 to the 2005 S-4).
3	.90*	Articles of Incorporation of Pride Institute, Inc., as amended.
3	.91	Articles of Incorporation of Psychiatric Management Resources, Inc. (incorporated by reference to Exhibit 3.43 to the 2003 Form S-4).
3	.92	Charter of Psychiatric Solutions of Virginia, Inc., as amended (incorporated by reference to Exhibit 3.82 to the 2005 S-4).
3	.93*	Articles of Incorporation of PsychManagement Group, Inc.

II-4

3	.94	Certificate of Incorporation of Ramsay Youth Services of Georgia, Inc. (incorporated by reference to Exhibit 3.69 to the 2003 Form S-4).
3	.95	Certificate of Incorporation of Ramsay Youth Services Puerto Rico, Inc. (incorporated by reference to Exhibit 3.73 to the 2003 Form S-4).
3	.96*	Articles of Incorporation of Riveredge Hospital, Inc., as amended.
3	.97*	Certificate of Incorporation of Riveredge Hospital Holdings, Inc.
3	.98*	Articles of Incorporation of Somerset, Incorporated.
3	.99*	Certificate of Incorporation of Springfield Hospital, Inc.
3	.100*	Certificate of Incorporation of Summit Oaks Hospital, Inc., as amended.
3	.101*	Certificate of Incorporation of Texas Hospital Holdings, Inc., as amended.
3	.102	Amended and Restated Charter of The Counseling Center of Middle Tennessee, Inc. (incorporated by reference to Exhibit 3.91 to the 2003 Form S-4).
3	.103*	Articles of Incorporation of The Pines Residential Treatment Center, Inc., as amended.
3	.104*	Restated Articles of Incorporation of Three Rivers SPE Manager, Inc.
3	.105*	Articles of Incorporation of Three Rivers Residential Treatment |Midlands Campus, Inc., as amended.
3	.106	Certificate of Incorporation of Transitional Care Ventures, Inc. (incorporated by reference to Exhibit 3.95 to the 2003 Form S-4).
3	.107	Certificate of Incorporation of Tucson Health Systems, Inc. (incorporated by reference to Exhibit 3.93 to the 2005 S-4).
3	.108	Certificate of Incorporation of Wellstone Holdings, Inc. (incorporated by reference to Exhibit 3.94 to the 2005 S-4).
3	.109*	Articles of Incorporation of Windmoor Healthcare Inc.
3	.110*	Certificate of Incorporation of Windmoor Healthcare of Pinellas Park, Inc., as amended.
3	.111	Form of Amended and Restated Bylaws for the Corporations Listed in Exhibits 3.6-3.71, 3.73-3.110 and 3.139 (incorporated by reference to Exhibit 3.96 to the 2005 S-4).
3	.112	Amended and Restated Bylaws of Horizon Health Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on April 26, 2005, of Horizon Health Corporation (File No. 001-13626)).
3	.113*	Articles of Organization of ABS LINCS, LLC.
3	.114*	Articles of Organization of ABS LINCS DC, LLC, as amended.
3	.115*	Certificate of Formation of Alliance Crossings, LLC, as amended.
3	.116*	Articles of Organization of Atlantic Shores Hospital, LLC.
3	.117*	Certificate of Formation of Behavioral Healthcare, LLC.
3	.118	Certificate of Formation of BHC Management Services of Louisiana, LLC (incorporated by reference to Exhibit 3.102 to the 2005 S-4).
3	.119	Certificate of Formation of BHC Management Services of New Mexico, LLC, as amended (incorporated by reference to Exhibit 3.103 to the 2005 S-4).
3	.120	Certificate of Formation of BHC Management Services of Streamwood, LLC, as amended (incorporated by reference to Exhibit 3.94 to the 2005 S-4).
3	.121	Certificate of Formation of BHC Mesilla Valley Hospital, LLC, as amended (incorporated by reference to Exhibit 3.107 to the 2005 S-4).
3	.122	Form of Certificate of Formation for BHC Newco 2, LLC, BHC Newco 3, LLC, BHC Newco 4, LLC, BHC Newco 5, LLC, BHC Newco 6, LLC, BHC Newco 7, LLC, BHC Newco 8, LLC, BHC Newco 9, LLC and BHC Newco 10, LLC (incorporated by reference to Exhibit 3.108 to the 2005 S-4).
3	.123	Certificate of Formation of BHC Northwest Psychiatric Hospital, LLC (incorporated by reference to Exhibit 3.109 to the 2005 S-4).
3	.124*	Articles of Organization of BHC Properties, LLC.
3	.125*	Articles of Organization of Collaborative Care, LLC.

II-5

3	.126	Certificate of Formation of Columbus Hospital, LLC (incorporated by reference to Exhibit 3.111 to the 2005 S-4).
3	.127*	Articles of Organization of Columbus Hospital Partners, LLC.
3	.128*	Articles of Organization of Cumberland Hospital, LLC.
3	.129*	Certificate of Formation of Diamond Grove Center, LLC.
3	.130*	Certificate of Formation of HHC Kingwood Investment, LLC.
3	.131*	Articles of Organization of HHC Services, LLC.
3	.132*	Certificate of Formation of Holly Hill Hospital, LLC.
3	.133*	Articles of Organization of Hughes Center, LLC.
3	.134*	Certificate of Formation of Indiana Psychiatric Institutes, LLC.
3	.135*	Articles of Organization of Kingwood Pines Hospital, LLC, as amended.
3	.136*	Articles of Organization of Lakeland Behavioral, LLC, as amended.
3	.137*	Articles of Organization of Lebanon Hospital Partners, LLC.
3	.138*	Certificate of Formation of Liberty Point Behavioral Healthcare, LLC, as amended.
3	.139*	Articles of Incorporation of Benchmark Behavioral Health System, Inc.
3	.140*	Certificate of Formation of Northern Indiana Partners, LLC.
3	.141*	Certificate of Formation of Palmetto Behavioral Health Holdings, LLC.
3	.142*	Articles of Organization of Palmetto Behavioral Health Solutions, LLC.
3	.143	Articles of Organization of Palmetto Behavioral Health System, L.L.C. (incorporated by reference to Exhibit 3.114 to the 2005 S-4).
3	.144	Articles of Organization of Palmetto Lowcountry Behavioral Health, L.L.C (incorporated by reference to Exhibit 3.115 to the 2005 S-4).
3	.145	Articles of Organization of Palmetto Pee Dee Behavioral Health, L.L.C. (incorporated by reference to Exhibit 3.116 to the 2005 S-4).
3	.146*	Certificate of Formation of Peak Behavioral Health Services, LLC.
3	.147*	Certificate of Formation of Psychiatric Solutions Hospitals, LLC.
3	.148*	Certificate of Formation of Ramsay Managed Care, LLC.
3	.149*	Certificate of Formation of Red Rock Behavioral Health, LLC.
3	.150*	Certificate of Formation of Red Rock Solutions, LLC.
3	.151*	Articles of Organization of Rolling Hills Hospital, LLC.
3	.152*	Articles of Organization of Samson Properties, LLC.
3	.153*	Certificate of Formation of Shadow Mountain Behavioral Health System, LLC.
3	.154*	Articles of Organization of SP Behavioral, LLC.
3	.155*	Articles of Organization of Sunstone Behavioral Health, LLC.
3	.156*	Articles of Organization of Texas Hospital Holdings, LLC, as amended.
3	.157*	Articles of Organization of The National Deaf Academy, LLC.
3	.158	Articles of Organization of Therapeutic School Services, L.L.C. (incorporated by reference to Exhibit 3.93 to the 2003 Form S-4).
3	.159*	Articles of Organization of Three Rivers Behavioral Health, LLC.
3	.160*	Articles of Organization of Three Rivers Healthcare Group, LLC.
3	.161*	Articles of Organization of Three Rivers SPE, LLC, as amended.
3	.162*	Articles of Organization of Three Rivers SPE Holding, LLC, as amended.
3	.163*	Articles of Organization of University Behavioral, LLC.
3	.164	Certificate of Formation of Valle Vista, LLC, as amended (incorporated by reference to Exhibit 3.120 to the 2005 S-4).
3	.165*	Articles of Organization of Valle Vista Hospital Partners, LLC.

II-6

3	.166	Articles of Organization of Wellstone Regional Hospital Acquisition, LLC, as amended (incorporated by reference to Exhibit 3.121 to the 2005 S-4).
3	.167	Certificate of Formation of Willow Springs, LLC (incorporated by reference to Exhibit 3.122 to the 2005 S-4).
3	.168*	Articles of Organization of Zeus Endeavors, LLC.
3	.169	Form of Amended and Restated Operating Agreement for the Limited Liability Companies Listed in the Exhibits 3.113-3.138 and 3.140-3.168 (incorporated by reference to Exhibit 3.123 to the 2005 S-4).
3	.170	Agreement of General Partnership of BHC of Indiana, General Partnership (incorporated by reference to Exhibit 3.124 to the 2005 S-4).
3	.171	Agreement of General Partnership of Bloomington Meadows, General Partnership (incorporated by reference to Exhibit 3.125 to the 2005 S-4).
3	.172	General Partnership Agreement of H. C. Partnership (incorporated by reference to Exhibit 3.20 to the 2003 Form S-4).
3	.173	Bylaws of H. C. Partnership (incorporated by reference to Exhibit 3.21 to the 2003 Form S-4).
3	.174*	Certificate of Limited Partnership of Hickory Trail Hospital, L.P.
3	.175*	Limited Partnership Agreement of Hickory Trail Hospital, L.P.
3	.176*	Certificate of Limited Partnership of High Plains Behavioral Health, L.P.
3	.177*	Limited Partnership Agreement of High Plains Behavioral Health, L.P.
3	.178	Certificate of Limited Partnership of Millwood Hospital, L.P. (incorporated by reference to Exhibit 3.129 to the 2005 S-4).
3	.179	Limited Partnership Agreement of Millwood Hospital, L.P. (incorporated by reference to Exhibit 3.130 to the 2005 S-4).
3	.180	Certificate of Limited Partnership of Neuro Institute of Austin, L.P., as amended (incorporated by reference to Exhibit 3.32 to the 2003 Form S-4).
3	.181	Limited Partnership Agreement of Neuro Institute of Austin, L.P. (incorporated by reference to Exhibit 3.33 to the 2003 Form S-4).
3	.182*	Certificate of Limited Partnership of SHC-KPH, LP, as amended
3	.183*	Amended and Restated Limited Partnership Agreement of SHC-KPH, LP.
3	.184	Certificate of Limited Partnership of Texas Cypress Creek Hospital, L.P., as amended (incorporated by reference to Exhibit 3.81 to the 2003 Form S-4).
3	.185	Amended and Restated Limited Partnership Agreement of Texas Cypress Creek Hospital, L.P. (incorporated by reference to Exhibit 3.82 to the 2003 Form S-4).
3	.186	Certificate of Limited Partnership of Texas Laurel Ridge Hospital, L.P. (incorporated by reference to Exhibit 3.83 to the 2003 Form S-4).
3	.187	Limited Partnership Agreement of Texas Laurel Ridge Hospital, L.P. (incorporated by reference to Exhibit 3.84 to the 2003 Form S-4).
3	.188	Certificate of Limited Partnership of Texas Oaks Psychiatric Hospital, L.P. (incorporated by reference to Exhibit 3.85 to the 2003 Form S-4).
3	.189	Limited Partnership Agreement of Texas Oaks Psychiatric Hospital, L.P. (incorporated by reference to Exhibit 3.86 to the 2003 Form S-4).
3	.190	Certificate of Limited Partnership of Texas San Marcos Treatment Center, L.P. (incorporated by reference to Exhibit 3.87 to the 2003 Form S-4).
3	.191	Limited Partnership Agreement of Texas San Marcos Treatment Center, L.P. (incorporated by reference to Exhibit 3.88 to the 2003 Form S-4).
3	.192	Certificate of Limited Partnership of Texas West Oaks Hospital, L.P., as amended (incorporated by reference to Exhibit 3.89 to the 2003 Form S-4).
3	.193	Amended and Restated Limited Partnership Agreement of Texas West Oaks Hospital, L.P. (incorporated by reference to Exhibit 3.90 to the 2003 Form S-4).
4	.1	Reference is made to Exhibits 3.1 through 3.193.

II-7

4	.2	Common Stock Specimen Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002) (the “2002 10-K”)).
4	.3	Indenture, dated as of June 30, 2003, among Psychiatric Solutions, Inc., the Guarantors named therein and U.S. Bank National Association as successor to Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the 2003 Form S-4).
4	.4	Form of Notes (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.11 to the 2003 Form S-4).
4	.5	Indenture, dated as of July 6, 2005, by and among Psychiatric Solutions, Inc., the subsidiaries named as guarantors thereto and U.S. Bank National Association as successor to Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
4	.6	Form of Notes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
4	.7	Purchase Agreement, dated as of May 24, 2007, among Psychiatric Solutions, Inc., the subsidiaries named as guarantors thereto, and Citigroup Global Markets Inc., as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on May 25, 2007).
4	.8	Exchange and Registration Rights Agreement, dated as of May 31, 2007, among Psychiatric Solutions, Inc., the subsidiary guarantors from time to time party thereto, and Citigroup Global Markets Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated on behalf of Banc of America Securities LLC and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 1, 2007).
5	.1*	Opinion of Waller Lansden Dortch & Davis, LLP.
8	.1*	Opinion of Waller Lansden Dortch & Davis, LLP.
10	.1	Employment Agreement between Joey A. Jacobs and Psychiatric Solutions, Inc., dated as of May 10, 2007 (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K, filed on May 16, 2007).
10	.2	Form of Indemnification Agreement executed by each director of Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
10	.3	Second Amended and Restated Credit Agreement, dated as of July 1, 2005, by and among Psychiatric Solutions, Inc., the subsidiaries named as guarantors thereto, Citicorp North America, Inc., as term loan facility administrative agent, co-syndication agent and documentation agent , Bank of America, N.A., as revolving loan facility administrative agent, collateral agent, swing line lender and co-syndication agent, and the various other agents and lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
10	.4	Amendment No. 1 to Psychiatric Solutions, Inc.’s Second Amended and Restated Credit Agreement, dated as of December 1, 2006, by and between Psychiatric Solutions, Inc., BHC Holdings, Inc., Premier Behavioral Solutions, Inc., Alternative Behavioral Services, Inc., the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors, Citicorp North America, Inc., as Term Loan Facility Administrative Agent, Bank of America, N.A., as Revolving Credit Facility Administrative Agent, Citigroup Global Markets Inc. and Banc of America Securities LLC, as the Arrangers (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K, filed on December 7, 2006).
10	.5	Amendment No. 2 to Psychiatric Solutions, Inc.’s Second Amended and Restated Credit Agreement, dated as of May 31, 2007, by and between Psychiatric Solutions, Inc., BHC Holdings, Inc., Premier Behavioral Solutions, Inc., Alternative Behavioral Services, Inc., Horizon Health Corporation, the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors, Citicorp North America, Inc., as Term Loan Facility Administrative Agent, Bank of America, N.A., as Revolving Credit Facility Administrative Agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce Fenner & Smith Incorporated, as the Arrangers, Merrill Lynch Capital Corporation, as lender, and MLPF&S, as co-syndication agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 1, 2007).
10	.6	Psychiatric Solutions, Inc. 2007 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 22, 2007).

II-8

10	.7	Amended and Restated Psychiatric Solutions, Inc. Equity Incentive Plan, as amended by an Amendment adopted on May 4, 2004 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 9, 2004).
10	.8	Second Amendment to the Psychiatric Solutions, Inc. Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed April 22, 2005).
10	.9	Third Amendment to the Psychiatric Solutions, Inc. Equity Incentive Plan (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement, filed on April 21, 2006).
10	.10	Psychiatric Solutions, Inc. Executive Performance Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement, filed on April 21, 2006).
10	.11	Form of Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
10	.12	Amended and Restated Psychiatric Solutions, Inc. Outside Directors’ Non-Qualified Stock Option Plan (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement, filed on April 14, 2003).
10	.13	Amendment to the Psychiatric Solutions, Inc. Outside Directors’ Stock Option Plan (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement filed April 22, 2005).
10	.14	2007 Executive Officer Compensation (incorporated by reference to the Company’s Current Report on Form 8-K, filed on November 8, 2006).
10	.15	Psychiatric Solutions, Inc. 2007 Cash Bonus Plans (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 22, 2007).
10	.16	Summary of Director Compensation (incorporated by reference to Exhibit 10.22 to the 2006 10-K).
10	.17	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
12	.1*	Computation of Ratios of Earnings to Fixed Charges.
21	.1*	List of Subsidiaries.
23	.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23	.2*	Consent of Ernst & Young LLP, Independent Auditors.
23	.3*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23	.4*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23	.5*	Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibits 5.1 and 8.1).
24	.1*	Power of Attorney (included on the signature pages).
25	.1*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as Trustee under the Indenture.
99	.1*	Form of Letter of Transmittal.
99	.2*	Form of Notice of Guaranteed Delivery.

* Filed herewith

Item 22.   Undertakings.

(a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each Registrant pursuant to the foregoing provisions, or otherwise, each Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-9

(b) Each undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

(c) Each undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

(d) Each undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) If the Registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a) (3) of the Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (d) (4) and other information necessary to ensure that all other information in the prospectus is at least current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a) (3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(e) Each of the undersigned Registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, as of the 23rd day of July, 2007.

PSYCHIATRIC SOLUTIONS, INC.

By:  /s/  Joey A. Jacobs

Joey A. Jacobs

Chairman, Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joey A. Jacobs and Brent Turner, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Joey A. Jacobs Joey A. Jacobs	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	July 23, 2007
/s/  Jack E. Polson Jack E. Polson	Executive Vice President, Chief Accounting Officer (Principal Financial and Accounting Officer)	July 23, 2007
/s/  Mark P. Clein Mark P. Clein	Director	July 23, 2007
/s/  David M. Dill David M. Dill	Director	July 23, 2007
/s/  Richard D. Gore Richard D. Gore	Director	July 23, 2007
/s/  Christopher Grant, Jr. Christopher Grant, Jr.	Director	July 23, 2007

II-11

Signature	Title	Date
/s/  William M. Petrie, M.D. William M. Petrie, M.D.	Director	July 23, 2007
/s/  Edward K. Wissing Edward K. Wissing	Director	July 23, 2007

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Franklin, State of Tennessee, on the 23rd day of July, 2007.

ABS LINCS KY, INC.

ABS LINCS NJ, INC.

ABS LINCS PA, INC.

ABS LINCS PR, INC.

ABS LINCS SC, INC.

ABS LINCS TN, INC.

ABS LINCS TX, INC.

ABS LINCS VA, INC.

ABS LINCS VI, INC.

ABS-FIRST STEP, INC.

ALLIANCE HEALTH CENTER, INC.

ALTERNATIVE BEHAVIORAL SERVICES, INC.

BEHAVIORAL EDUCATIONAL SERVICES, INC.

BENCHMARK BEHAVIORAL HEALTH SYSTEM,
  INC.

BHC ALHAMBRA HOSPITAL, INC.

BHC BELMONT PINES HOSPITAL, INC.

BHC CEDAR VISTA HOSPITAL, INC.

BHC FAIRFAX HOSPITAL, INC.

BHC FORT LAUDERDALE 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 PINNACLE POINTE HOSPITAL, INC.

BHC SIERRA VISTA HOSPITAL, INC.

BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.

BHC STREAMWOOD HOSPITAL, INC.

BHC WINDSOR HOSPITAL, INC.

BRENTWOOD ACQUISITION, INC.

BRENTWOOD ACQUISITION-SHREVEPORT, INC.

BRYNN MARR HOSPITAL, INC.

CALVARY CENTER, INC.

CANYON RIDGE HOSPITAL, INC.

CEDAR SPRINGS HOSPITAL, INC.

COMPASS HOSPITAL, INC.

CRAWFORD FIRST EDUCATION, INC.

EMPLOYEE ASSISTANCE SERVICES, INC.

FHCHS OF PUERTO RICO, INC.

FIRST CORRECTIONS-PUERTO-RICO, INC.

FIRST HOSPITAL CORPORATION OF NASHVILLE

FIRST HOSPITAL CORPORATION OF VIRGINIA
  BEACH

FIRST HOSPITAL PANAMERICANO, INC.

FORT LAUDERDALE HOSPITAL, INC.

II-13

GREAT PLAINS HOSPITAL, INC.

GULF COAST TREATMENT CENTER, INC.

H.C. CORPORATION

HAVENWYCK HOSPITAL INC.

HHC AUGUSTA, INC.

HHC BERKELEY, INC.

HHC CONWAY INVESTMENT, INC.

HHC COOPER CITY, INC.

HHC DELAWARE, INC.

HHC FOCUS FLORIDA, INC.

HHC INDIANA, INC.

HHC OCONEE, INC.

HHC OHIO, INC.

HHC POPLAR SPRINGS, INC.

HHC RIVER PARK, INC.

HHC SOUTH CAROLINA, INC.

HHC ST. SIMONS, INC.

HHC TOLEDO, INC.

HMHM OF TENNESSEE, INC.

HORIZON BEHAVIORAL SERVICES, INC.

HORIZON HEALTH AUSTIN, INC.

HORIZON HEALTH CORPORATION

HORIZON HEALTH HOSPITAL SERVICES, INC.

HORIZON HEALTH PHYSICAL REHABILITATION
  SERVICES, INC.

HORIZON MENTAL HEALTH MANAGEMENT,
  INC.

HSA HILL CREST CORPORATION

HSA OF OKLAHOMA, INC.

INFOSCRIBER CORPORATION

KIDS BEHAVIORAL HEALTH OF UTAH, INC.

LAUREL OAKS BEHAVIORAL HEALTH CENTER,
  INC.

LAURELWOOD ASSOCIATES, INC.

MENTAL HEALTH OUTCOMES, INC.

MESILLA VALLEY HOSPITAL, INC.

MESILLA VALLEY MENTAL HEALTH  ASSOCIATES, INC.

MICHIGAN PSYCHIATRIC SERVICES, INC.

MISSION VISTA BEHAVIORAL HEALTH  SERVICES, INC.

NORTH SPRING BEHAVIORAL HEALTHCARE,
  INC.

PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.

PREMIER BEHAVIORAL SOLUTIONS, INC.

PRIDE INSTITUTE, INC.

PSYCHIATRIC MANAGEMENT RESOURCES, INC.

PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.

PSYCHMANAGEMENT GROUP, INC.

RAMSAY YOUTH SERVICES OF GEORGIA, INC.

RAMSAY YOUTH SERVICES PUERTO RICO, INC.

RIVEREDGE HOSPITAL HOLDINGS, INC.

II-14

RIVEREDGE HOSPITAL, INC.

SOMERSET, INCORPORATED

SPRINGFIELD HOSPITAL, INC.

SUMMIT OAKS HOSPITAL, INC.

TEXAS HOSPITAL HOLDINGS, INC.

THE COUNSELING CENTER OF MIDDLE  TENNESSEE, INC.

THE PINES RESIDENTIAL TREATMENT CENTER,
  INC.

THREE RIVERS RESIDENTIAL TREATMENT |
  MIDLANDS CAMPUS, INC.

THREE RIVERS SPE MANAGER, INC.

TRANSITIONAL CARE VENTURES, INC.

TUCSON HEALTH SYSTEMS, INC.

WELLSTONE HOLDINGS, INC.

WINDMOOR HEALTHCARE OF PINELLAS PARK,
  INC.

WINDMOOR HEALTHCARE INC.

By:  /s/ Brent Turner

Brent Turner

Vice President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joey A. Jacobs and Brent Turner, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Joey A. Jacobs Joey A. Jacobs	President and Director of Each Registrant	July 23, 2007
/s/  Christopher L. Howard Christopher L. Howard	Vice President, Secretary and Director of Each Registrant	July 23, 2007
/s/  Jack E. Polson Jack E. Polson	Vice President, Chief Financial Officer/Treasurer and Assistant Secretary of Each Registrant (Principal Financial and Accounting Officer)	July 23, 2007

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Franklin, State of Tennessee, on the 23rd day of July, 2007.

ABS LINCS, LLC

ABS LINCS DC, LLC

ALLIANCE CROSSINGS, LLC

ATLANTIC SHORES HOSPITAL, LLC

BEHAVIORAL HEALTHCARE LLC

BHC MANAGEMENT SERVICES OF LOUISIANA,
  LLC

BHC MANAGEMENT SERVICES OF NEW  MEXICO, LLC

BHC MANAGEMENT SERVICES OF  STREAMWOOD, LLC

BHC MESILLA VALLEY HOSPITAL, LLC

BHC NEWCO 2, LLC

BHC NEWCO 3, LLC

BHC NEWCO 4, LLC

BHC NEWCO 5, LLC

BHC NEWCO 6, LLC

BHC NEWCO 7, LLC

BHC NEWCO 8, LLC

BHC NEWCO 9, LLC

BHC NEWCO 10, LLC

BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC

BHC PROPERTIES, LLC

COLLABORATIVE CARE LLC

COLUMBUS HOSPITAL PARTNERS, LLC

COLUMBUS HOSPITAL, LLC

CUMBERLAND HOSPITAL, LLC

DIAMOND GROVE CENTER, LLC

HHC KINGWOOD INVESTMENT, LLC

HHC SERVICES, LLC

HOLLY HILL HOSPITAL, LLC

HUGHES CENTER, LLC

INDIANA PSYCHIATRIC INSTITUTES, LLC

KINGWOOD PINES HOSPITAL, LLC

LAKELAND BEHAVIORAL, LLC

LEBANON HOSPITAL PARTNERS, LLC

LIBERTY POINT BEHAVIORAL HEALTHCARE,
  LLC

NORTHERN INDIANA PARTNERS, LLC

PALMETTO BEHAVIORAL HEALTH HOLDINGS,
  LLC

PALMETTO BEHAVIORAL HEALTH SOLUTIONS,
  LLC

PALMETTO BEHAVIORAL HEALTH SYSTEM,
  L.L.C.

PALMETTO LOWCOUNTRY BEHAVIORAL  HEALTH, L.L.C.

II-16

PALMETTO PEE DEE BEHAVIORAL HEALTH,
   L.L.C.

PEAK BEHAVIORAL HEALTH SERVICES, LLC

PSYCHIATRIC SOLUTIONS HOSPITALS, LLC

RAMSAY MANAGED CARE, LLC

RED ROCK BEHAVIORAL HEALTH LLC

RED ROCK SOLUTIONS, LLC

ROLLING HILLS HOSPITAL, LLC

SAMSON PROPERTIES, LLC

SHADOW MOUNTAIN BEHAVIORAL HEALTH
   SYSTEM, LLC

SP BEHAVIORAL, LLC

SUNSTONE BEHAVIORAL HEALTH, LLC

TEXAS HOSPITAL HOLDINGS, LLC

THE NATIONAL DEAF ACADEMY, LLC

THERAPEUTIC SCHOOL SERVICES, L.L.C.

THREE RIVERS BEHAVIORAL HEALTH, LLC

THREE RIVERS HEALTHCARE GROUP, LLC

THREE RIVERS SPE HOLDING, LLC

THREE RIVERS SPE, LLC

UNIVERSITY BEHAVIORAL, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC

VALLE VISTA, LLC

WELLSTONE REGIONAL HOSPITAL  ACQUISITION, LLC

WILLOW SPRINGS, LLC

ZEUS ENDEAVORS, LLC

By:  /s/  Brent Turner

Brent Turner

Vice President and Assistant Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joey A. Jacobs and Brent Turner, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Joey A. Jacobs Joey A. Jacobs	President of Each Registrant and Director of Any Corporate Members of Each Registrant	July 23, 2007

II-17

Signature	Title	Date
/s/  Christopher L. Howard Christopher L. Howard	Vice President and Secretary of Each Registrant and Director of Any Corporate Members of Each Registrant	July 23, 2007
/s/  Jack E. Polson Jack E. Polson	Vice President, Chief Financial Officer/Treasurer and Assistant Secretary of a Member of Each Registrant (Principal Financial and Accounting Officer)	July 23, 2007

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Franklin, State of Tennessee, on the 23rd day of July, 2007.

BHC OF INDIANA, GENERAL PARTNERSHIP

By:  COLUMBUS HOSPITAL PARTNERS, LLC,
LEBANON HOSPITAL PARTNERS, LLC,
NORTHERN INDIANA PARTNERS, LLC,
VALLE VISTA HOSPITAL PARTNERS, LLC

its general partners

By:  /s/  Brent Turner

Brent Turner

Vice President and Assistant Secretary

BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP

By:  BHC OF INDIANA, GENERAL PARTNERSHIP,
INDIANA PSYCHIATRIC INSTITUTES, LLC,

its general partners

By:  /s/  Brent Turner

Brent Turner

Vice President and Assistant Secretary

H.C. PARTNERSHIP

By:  H.C. CORPORATION,
HSA HILL CREST CORPORATION,

its general partners

By:  /s/  Brent Turner

Brent Turner

Vice President and Assistant Secretary

II-19

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joey A. Jacobs and Brent Turner, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Joey A. Jacobs Joey A. Jacobs	President of Each Registrant and Director of Any Corporate Members of the General Partner of Each Registrant	July 23, 2007
/s/  Christopher L. Howard Christopher L. Howard	Vice President and Secretary of Each Registrant and Director of Any Corporate Members of the General Partner of Each Registrant	July 23, 2007
/s/  Jack E. Polson Jack E. Polson	Vice President, Chief Accounting Officer/Treasurer and Assistant Secretary of the General Partner of Each Registrant (Principal Financial and Accounting Officer)	July 23, 2007

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Franklin, State of Tennessee, on the 23rd day of July, 2007.

HICKORY TRAIL HOSPITAL, L.P.

HIGH PLAINS BEHAVIORAL HEALTH, L.P.

MILLWOOD HOSPITAL, L.P.

NEURO INSTITUTE OF AUSTIN, L.P.

TEXAS CYPRESS CREEK HOSPITAL, L.P.

TEXAS LAUREL RIDGE 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:  /s/  Brent Turner

Brent Turner

Vice President and Assistant Secretary

SHC-KPH, LP

By:  HHC KINGWOOD INVESTMENT, LLC,

its general partner

By:  /s/  Brent Turner

Brent Turner

Vice President and Assistant Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joey A. Jacobs and Brent Turner, and each of them, his true and lawful attorney-in-fact, as agent and with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

II-21

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Joey A. Jacobs Joey A. Jacobs	President of Each Registrant and Director of Any Corporate Members of the General Partner of Each Registrant	July 23, 2007
/s/  Christopher L. Howard Christopher L. Howard	Vice President and Secretary of Each Registrant and Director of Any Corporate Members of the General Partner of Each Registrant	July 23, 2007
/s/  Jack E. Polson Jack E. Polson	Vice President, Chief Financial Officer/Treasurer and Assistant Secretary of the General Partner of Each Registrant (Principal Financial and Accounting Officer)	July 23, 2007

II-22

EXHIBIT INDEX

2	.1	Agreement and Plan of Merger by and among PMR Corporation, PMR Acquisition Corporation and Psychiatric Solutions, Inc., dated May 6, 2002, as amended by Amendment No. 1, dated as of June 10, 2002, and Amendment No. 2, dated as of July 9, 2002 (included as Annex A to Amendment No. 1 to the Company’s Registration Statement on Form S-4, filed on July 11, 2002 (Reg. No. 333-90372)).
2	.2	Amended and Restated Stock Purchase Agreement, dated as of October 27, 2006, by and between FHC Health Systems, Inc. and Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 2 of the Company’s Current Report on Form 8-K, filed on December 7, 2006).
2	.3	Agreement and Plan of Merger, dated December 20, 2006, by and among Psychiatric Solutions, Inc., Panther Acquisition Sub, Inc. and Horizon Health Corporation (incorporated by reference to Exhibit 2.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “2006 10-K”)).
3	.1	Amended and Restated Certificate of Incorporation of PMR Corporation, filed with the Delaware Secretary of State on March 9, 1998 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 1998).
3	.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation of PMR Corporation, filed with the Delaware Secretary of State on August 5, 2002 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2002).
3	.3	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Psychiatric Solutions, Inc., filed with the Delaware Secretary of State on March 21, 2003 (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement, filed on January 22, 2003).
3	.4	Certificate of Amendment to Amended and Restated Certificate of Incorporation of Psychiatric Solutions, Inc., filed with the Delaware Secretary of State on December 15, 2005 (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005).
3	.5	Amended and Restated Bylaws of Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 1997 (the “1997 10-K”)).
3	.6*	Articles of Incorporation of ABS LINCS KY, Inc.
3	.7*	Articles of Incorporation of ABS LINCS NJ, Inc.
3	.8*	Articles of Incorporation of ABS LINCS PA, Inc., as amended.
3	.9*	Articles of Incorporation of ABS LINCS PR, Inc., as amended.
3	.10*	Articles of Incorporation of ABS LINCS SC, Inc.. as amended.
3	.11*	Articles of Incorporation of ABS LINCS TN, Inc., as amended.
3	.12*	Articles of Incorporation of ABS LINCS TX, Inc., as amended.
3	.13*	Articles of Incorporation of ABS LINCS VA, Inc., as amended.
3	.14*	Articles of Incorporation of ABS LINCS VI, Inc., as amended.
3	.15*	Articles of Incorporation of ABS-First Step, Inc., as amended.
3	.16*	Amended and Restated Articles of Incorporation of Alliance Health Center, Inc.
3	.17*	Articles of Incorporation of Alternative Behavioral Services, Inc.
3	.18*	Certificate of Incorporation of Behavioral Educational Services, Inc., as amended.
3	.19	Charter of BHC Alhambra Hospital, Inc. (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form S-4, filed on August 9, 2005 (Reg. No. 333-127332) (the “2005 S-4”)).
3	.20	Charter of BHC Belmont Pines Hospital, Inc. (incorporated by reference to Exhibit 3.10 to the 2005 S-4).
3	.21	Articles of Incorporation of BHC Cedar Vista Hospital, Inc. (incorporated by reference to Exhibit 3.12 to the 2005 S-4).
3	.22	Charter of BHC Fairfax Hospital, Inc. (incorporated by reference to Exhibit 3.15 to the 2005 S-4).
3	.23	Charter of BHC Fort Lauderdale Hospital, Inc. (incorporated by reference to Exhibit 3.16 to the 2005 S-4).
3	.24	Charter of BHC Fox Run Hospital, Inc. (incorporated by reference to Exhibit 3.17 to the 2005 S-4).
3	.25	Charter of BHC Fremont Hospital, Inc. (incorporated by reference to Exhibit 3.18 to the 2005 S-4).

3	.26	Articles of Incorporation of BHC Health Services of Nevada, Inc. (incorporated by reference to Exhibit 3.20 to the 2005 S-4).
3	.27	Charter of BHC Heritage Oaks Hospital, Inc. (incorporated by reference to Exhibit 3.21 to the 2005 S-4).
3	.28*	Certificate of Incorporation of BHC Holdings, Inc., as amended.
3	.29	Charter of BHC Intermountain Hospital, Inc. (incorporated by reference to Exhibit 3.23 to the 2005 S-4).
3	.30	Articles of Incorporation of BHC Montevista Hospital, Inc. (incorporated by reference to Exhibit 3.27 to the 2005 S-4).
3	.31	Charter of BHC Pinnacle Pointe Hospital, Inc. (incorporated by reference to Exhibit 3.32 to the 2005 S-4).
3	.32	Charter of BHC Sierra Vista Hospital, Inc. (incorporated by reference to Exhibit 3.36 to the 2005 S-4).
3	.33	Charter of BHC Spirit of St. Louis Hospital, Inc. (incorporated by reference to Exhibit 3.37 to the 2005 S-4).
3	.34	Charter of BHC Streamwood Hospital, Inc. (incorporated by reference to Exhibit 3.38 to the 2005 S-4).
3	.35	Articles of Incorporation of BHC Windsor Hospital, Inc. (incorporated by reference to Exhibit 3.41 to the 2005 S-4).
3	.36	Charter of Brentwood Acquisition, Inc. (incorporated by reference to Exhibit 3.43 to the 2005 S-4).
3	.37	Certificate of Incorporation of Brentwood Acquisition-Shreveport, Inc., as amended (incorporated by reference to Exhibit 3.44 to the 2005 S-4).
3	.38*	Articles of Incorporation of Brynn Marr Hospital, Inc.
3	.39*	Certificate of Incorporation of Calvary Center, Inc., as amended.
3	.40	Articles of Incorporation of Canyon Ridge Hospital, Inc. (incorporated by reference to Exhibit 3.45 to the 2005 S-4).
3	.41*	Certificate of Incorporation of Cedar Springs Hospital, Inc., as amended.
3	.42*	Certificate of Incorporation of Compass Hospital, Inc.
3	.43*	Articles of Incorporation of Crawford First Education, Inc., as amended.
3	.44*	Articles of Incorporation of Employee Assistance Services, Inc.
3	.45*	Amended and Restated Articles of Incorporation of FHCHS of Puerto Rico, Inc.
3	.46*	Articles of Incorporation of First Corrections-Puerto-Rico, Inc.
3	.47*	Articles of Incorporation of First Hospital Corporation of Nashville.
3	.48*	Articles of Incorporation of First Hospital Corporation of Virginia Beach.
3	.49*	Articles of Incorporation of First Hospital Panamericano, Inc., as amended.
3	.50	Articles of Incorporation of Fort Lauderdale Hospital, Inc. (incorporated by reference to Exhibit 3.49 to the 2005 S-4).
3	.51	Articles of Incorporation of Great Plains Hospital, Inc. (incorporated by reference to Exhibit 3.14 to the Company’s Registration Statement on Form S-4, filed on July 30, 2003 (Reg. No. 333-107453) (the “2003 Form S-4”)).
3	.52	Articles of Incorporation of Gulf Coast Treatment Center, Inc., as amended (incorporated by reference to Exhibit 3.16 to the 2003 Form S-4).
3	.53	Articles of Incorporation of H. C. Corporation (incorporated by reference to Exhibit 3.18 to the 2003 Form S-4).
3	.54	Articles of Incorporation of Havenwyck Hospital Inc., as amended (incorporated by reference to Exhibit 3.22 to the 2003 Form S-4).
3	.55*	Articles of Incorporation of HHC Augusta, Inc.
3	.56*	Articles of Incorporation of HHC Berkeley, Inc.
3	.57*	Articles of Incorporation of HHC Conway Investment, Inc.
3	.58*	Articles of Incorporation of HHC Cooper City, Inc.
3	.59*	Certificate of Incorporation of HHC Delaware, Inc.
3	.60*	Articles of Incorporation of HHC Focus Florida, Inc., as amended.
3	.61*	Articles of Incorporation of HHC Indiana, Inc.
3	.62*	Articles of Incorporation of HHC Oconee, Inc.

3	.63*	Articles of Incorporation of HHC Ohio, Inc.
3	.64*	Articles of Incorporation of HHC Poplar Springs, Inc.
3	.65*	Articles of Incorporation of HHC River Park, Inc.
3	.66*	Articles of Incorporation of HHC South Carolina, Inc.
3	.67*	Articles of Incorporation of HHC St. Simons, Inc.
3	.68*	Articles of Incorporation of HHC Toledo, Inc.
3	.69*	Charter of HMHM of Tennessee, Inc.
3	.70*	Certificate of Incorporation of Horizon Behavioral Services, Inc., as amended.
3	.71*	Certificate of Formation of Horizon Health Austin, Inc.
3	.72	Certificate of Incorporation of Horizon Health Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on August 25, 1997, of Horizon Health Corporation (File No. 001-13626)).
3	.73*	Certificate of Incorporation of Horizon Health Hospital Services, Inc.
3	.74*	Certificate of Incorporation of Horizon Health Physical Rehabilitation Services, Inc., as amended.
3	.75*	Articles of Incorporation of Horizon Mental Health Management, Inc., as amended.
3	.76	Articles of Incorporation of HSA Hill Crest Corporation (incorporated by reference to Exhibit 3.24 to the 2003 Form S-4).
3	.77	Articles of Incorporation of HSA of Oklahoma, Inc. (incorporated by reference to Exhibit 3.26 to the 2003 Form S-4).
3	.78	Certificate of Incorporation of InfoScriber Corporation, as amended (incorporated by reference to Exhibit 3.28 to the 2003 Form S-4).
3	.79*	Articles of Incorporation of Kids Behavioral Health of Utah, Inc., as amended.
3	.80*	Certificate of Incorporation of Laurel Oaks Behavioral Health Center, Inc., as amended.
3	.81*	Articles of Incorporation of Laurelwood Associates, Inc., as amended.
3	.82*	Certificate of Incorporation of Mental Health Outcomes, Inc.
3	.83	Articles of Incorporation of Mesilla Valley Hospital, Inc. (incorporated by reference to Exhibit 3.59 to the 2005 S-4).
3	.84	Articles of Incorporation of Mesilla Valley Mental Health Associates, Inc. (incorporated by reference to Exhibit 3.60 to the 2005 S-4).
3	.85	Articles of Incorporation of Michigan Psychiatric Services, Inc. (incorporated by reference to Exhibit 3.30 to the 2003 Form S-4).
3	.86*	Certificate of Incorporation of Mission Vista Behavioral Health Services, Inc., as amended.
3	.87*	Charter of North Spring Behavioral Healthcare, Inc., as amended.
3	.88	Restated Certificate of Incorporation of Premier Behavioral Solutions, Inc., as amended (incorporated by reference to Exhibit 3.63 to the 2005 S-4).
3	.89	Certificate of Incorporation of Premier Behavioral Solutions of Florida, Inc., as amended (incorporated by reference to Exhibit 3.65 to the 2005 S-4).
3	.90*	Articles of Incorporation of Pride Institute, Inc., as amended.
3	.91	Articles of Incorporation of Psychiatric Management Resources, Inc. (incorporated by reference to Exhibit 3.43 to the 2003 Form S-4).
3	.92	Charter of Psychiatric Solutions of Virginia, Inc., as amended (incorporated by reference to Exhibit 3.82 to the 2005 S-4).
3	.93*	Articles of Incorporation of PsychManagement Group, Inc.
3	.94	Certificate of Incorporation of Ramsay Youth Services of Georgia, Inc. (incorporated by reference to Exhibit 3.69 to the 2003 Form S-4).
3	.95	Certificate of Incorporation of Ramsay Youth Services Puerto Rico, Inc. (incorporated by reference to Exhibit 3.73 to the 2003 Form S-4).
3	.96*	Articles of Incorporation of Riveredge Hospital, Inc., as amended.
3	.97*	Certificate of Incorporation of Riveredge Hospital Holdings, Inc.
3	.98*	Articles of Incorporation of Somerset, Incorporated.

3	.99*	Certificate of Incorporation of Springfield Hospital, Inc.
3	.100*	Certificate of Incorporation of Summit Oaks Hospital, Inc., as amended.
3	.101*	Certificate of Incorporation of Texas Hospital Holdings, Inc., as amended.
3	.102	Amended and Restated Charter of The Counseling Center of Middle Tennessee, Inc. (incorporated by reference to Exhibit 3.91 to the 2003 Form S-4).
3	.103*	Articles of Incorporation of The Pines Residential Treatment Center, Inc., as amended.
3	.104*	Restated Articles of Incorporation of Three Rivers SPE Manager, Inc.
3	.105*	Articles of Incorporation of Three Rivers Residential Treatment | Midlands Campus, Inc., as amended.
3	.106	Certificate of Incorporation of Transitional Care Ventures, Inc. (incorporated by reference to Exhibit 3.95 to the 2003 Form S-4).
3	.107	Certificate of Incorporation of Tucson Health Systems, Inc. (incorporated by reference to Exhibit 3.93 to the 2005 S-4).
3	.108	Certificate of Incorporation of Wellstone Holdings, Inc. (incorporated by reference to Exhibit 3.94 to the 2005 S-4).
3	.109*	Articles of Incorporation of Windmoor Healthcare Inc.
3	.110*	Certificate of Incorporation of Windmoor Healthcare of Pinellas Park, Inc., as amended.
3	.111	Form of Amended and Restated Bylaws for the Corporations Listed in Exhibits 3.6-3.71, 3.73-3.110 and 3.139 (incorporated by reference to Exhibit 3.96 to the 2005 S-4).
3	.112	Amended and Restated Bylaws of Horizon Health Corporation, as amended (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on April 26, 2005, of Horizon Health Corporation (File No. 001-13626)).
3	.113*	Articles of Organization of ABS LINCS, LLC.
3	.114*	Articles of Organization of ABS LINCS DC, LLC, as amended.
3	.115*	Certificate of Formation of Alliance Crossings, LLC, as amended.
3	.116*	Articles of Organization of Atlantic Shores Hospital, LLC.
3	.117*	Certificate of Formation of Behavioral Healthcare, LLC.
3	.118	Certificate of Formation of BHC Management Services of Louisiana, LLC (incorporated by reference to Exhibit 3.102 to the 2005 S-4).
3	.119	Certificate of Formation of BHC Management Services of New Mexico, LLC, as amended (incorporated by reference to Exhibit 3.103 to the 2005 S-4).
3	.120	Certificate of Formation of BHC Management Services of Streamwood, LLC, as amended (incorporated by reference to Exhibit 3.94 to the 2005 S-4).
3	.121	Certificate of Formation of BHC Mesilla Valley Hospital, LLC, as amended (incorporated by reference to Exhibit 3.107 to the 2005 S-4).
3	.122	Form of Certificate of Formation for BHC Newco 2, LLC, BHC Newco 3, LLC, BHC Newco 4, LLC, BHC Newco 5, LLC, BHC Newco 6, LLC, BHC Newco 7, LLC, BHC Newco 8, LLC, BHC Newco 9, LLC and BHC Newco 10, LLC (incorporated by reference to Exhibit 3.108 to the 2005 S-4).
3	.123	Certificate of Formation of BHC Northwest Psychiatric Hospital, LLC (incorporated by reference to Exhibit 3.109 to the 2005 S-4).
3	.124*	Articles of Organization of BHC Properties, LLC.
3	.125*	Articles of Organization of Collaborative Care, LLC.
3	.126	Certificate of Formation of Columbus Hospital, LLC (incorporated by reference to Exhibit 3.111 to the 2005 S-4).
3	.127*	Articles of Organization of Columbus Hospital Partners, LLC.
3	.128*	Articles of Organization of Cumberland Hospital, LLC.
3	.129*	Certificate of Formation of Diamond Grove Center, LLC.
3	.130*	Certificate of Formation of HHC Kingwood Investment, LLC.
3	.131*	Articles of Organization of HHC Services, LLC.
3	.132*	Certificate of Formation of Holly Hill Hospital, LLC.
3	.133*	Articles of Organization of Hughes Center, LLC.

3	.134*	Certificate of Formation of Indiana Psychiatric Institutes, LLC.
3	.135*	Articles of Organization of Kingwood Pines Hospital, LLC, as amended.
3	.136*	Articles of Organization of Lakeland Behavioral, LLC, as amended.
3	.137*	Articles of Organization of Lebanon Hospital Partners, LLC.
3	.138*	Certificate of Formation of Liberty Point Behavioral Healthcare, LLC, as amended.
3	.139*	Articles of Incorporation of Benchmark Behavioral Health System, Inc.
3	.140*	Certificate of Formation of Northern Indiana Partners, LLC.
3	.141*	Certificate of Formation of Palmetto Behavioral Health Holdings, LLC.
3	.142*	Articles of Organization of Palmetto Behavioral Health Solutions, LLC.
3	.143	Articles of Organization of Palmetto Behavioral Health System, L.L.C. (incorporated by reference to Exhibit 3.114 to the 2005 S-4).
3	.144	Articles of Organization of Palmetto Lowcountry Behavioral Health, L.L.C (incorporated by reference to Exhibit 3.115 to the 2005 S-4).
3	.145	Articles of Organization of Palmetto Pee Dee Behavioral Health, L.L.C. (incorporated by reference to Exhibit 3.116 to the 2005 S-4).
3	.146*	Certificate of Formation of Peak Behavioral Health Services, LLC.
3	.147*	Certificate of Formation of Psychiatric Solutions Hospitals, LLC.
3	.148*	Certificate of Formation of Ramsay Managed Care, LLC.
3	.149*	Certificate of Formation of Red Rock Behavioral Health, LLC.
3	.150*	Certificate of Formation of Red Rock Solutions, LLC.
3	.151*	Articles of Organization of Rolling Hills Hospital, LLC.
3	.152*	Articles of Organization of Samson Properties, LLC.
3	.153*	Certificate of Formation of Shadow Mountain Behavioral Health System, LLC.
3	.154*	Articles of Organization of SP Behavioral, LLC.
3	.155*	Articles of Organization of Sunstone Behavioral Health, LLC.
3	.156*	Articles of Organization of Texas Hospital Holdings, LLC, as amended.
3	.157*	Articles of Organization of The National Deaf Academy, LLC.
3	.158	Articles of Organization of Therapeutic School Services, L.L.C. (incorporated by reference to Exhibit 3.93 to the 2003 Form S-4).
3	.159*	Articles of Organization of Three Rivers Behavioral Health, LLC.
3	.160*	Articles of Organization of Three Rivers Healthcare Group, LLC.
3	.161*	Articles of Organization of Three Rivers SPE, LLC, as amended.
3	.162*	Articles of Organization of Three Rivers SPE Holding, LLC, as amended.
3	.163*	Articles of Organization of University Behavioral, LLC.
3	.164	Certificate of Formation of Valle Vista, LLC, as amended (incorporated by reference to Exhibit 3.120 to the 2005 S-4).
3	.165*	Articles of Organization of Valle Vista Hospital Partners, LLC.
3	.166	Articles of Organization of Wellstone Regional Hospital Acquisition, LLC, as amended (incorporated by reference to Exhibit 3.121 to the 2005 S-4).
3	.167	Certificate of Formation of Willow Springs, LLC (incorporated by reference to Exhibit 3.122 to the 2005 S-4).
3	.168*	Articles of Organization of Zeus Endeavors, LLC.
3	.169	Form of Amended and Restated Operating Agreement for the Limited Liability Companies Listed in the Exhibits 3.113-3.138 and 3.140-3.168 (incorporated by reference to Exhibit 3.123 to the 2005 S-4).
3	.170	Agreement of General Partnership of BHC of Indiana, General Partnership (incorporated by reference to Exhibit 3.124 to the 2005 S-4).
3	.171	Agreement of General Partnership of Bloomington Meadows, General Partnership (incorporated by reference to Exhibit 3.125 to the 2005 S-4).

3	.172	General Partnership Agreement of H. C. Partnership (incorporated by reference to Exhibit 3.20 to the 2003 Form S-4).
3	.173	Bylaws of H. C. Partnership (incorporated by reference to Exhibit 3.21 to the 2003 Form S-4).
3	.174*	Certificate of Limited Partnership of Hickory Trail Hospital, L.P.
3	.175*	Limited Partnership Agreement of Hickory Trail Hospital, L.P.
3	.176*	Certificate of Limited Partnership of High Plains Behavioral Health, L.P.
3	.177*	Limited Partnership Agreement of High Plains Behavioral Health, L.P.
3	.178	Certificate of Limited Partnership of Millwood Hospital, L.P. (incorporated by reference to Exhibit 3.129 to the 2005 S-4).
3	.179	Limited Partnership Agreement of Millwood Hospital, L.P. (incorporated by reference to Exhibit 3.130 to the 2005 S-4).
3	.180	Certificate of Limited Partnership of Neuro Institute of Austin, L.P., as amended (incorporated by reference to Exhibit 3.32 to the 2003 Form S-4).
3	.181	Limited Partnership Agreement of Neuro Institute of Austin, L.P. (incorporated by reference to Exhibit 3.33 to the 2003 Form S-4).
3	.182*	Certificate of Limited Partnership of SHC-KPH, LP, as amended
3	.183*	Amended and Restated Limited Partnership Agreement of SHC-KPH, LP.
3	.184	Certificate of Limited Partnership of Texas Cypress Creek Hospital, L.P., as amended (incorporated by reference to Exhibit 3.81 to the 2003 Form S-4).
3	.185	Amended and Restated Limited Partnership Agreement of Texas Cypress Creek Hospital, L.P. (incorporated by reference to Exhibit 3.82 to the 2003 Form S-4).
3	.186	Certificate of Limited Partnership of Texas Laurel Ridge Hospital, L.P. (incorporated by reference to Exhibit 3.83 to the 2003 Form S-4).
3	.187	Limited Partnership Agreement of Texas Laurel Ridge Hospital, L.P. (incorporated by reference to Exhibit 3.84 to the 2003 Form S-4).
3	.188	Certificate of Limited Partnership of Texas Oaks Psychiatric Hospital, L.P. (incorporated by reference to Exhibit 3.85 to the 2003 Form S-4).
3	.189	Limited Partnership Agreement of Texas Oaks Psychiatric Hospital, L.P. (incorporated by reference to Exhibit 3.86 to the 2003 Form S-4).
3	.190	Certificate of Limited Partnership of Texas San Marcos Treatment Center, L.P. (incorporated by reference to Exhibit 3.87 to the 2003 Form S-4).
3	.191	Limited Partnership Agreement of Texas San Marcos Treatment Center, L.P. (incorporated by reference to Exhibit 3.88 to the 2003 Form S-4).
3	.192	Certificate of Limited Partnership of Texas West Oaks Hospital, L.P., as amended (incorporated by reference to Exhibit 3.89 to the 2003 Form S-4).
3	.193	Amended and Restated Limited Partnership Agreement of Texas West Oaks Hospital, L.P. (incorporated by reference to Exhibit 3.90 to the 2003 Form S-4).
4	.1	Reference is made to Exhibits 3.1 through 3.193.
4	.2	Common Stock Specimen Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002) (the “2002 10-K”)).
4	.3	Indenture, dated as of June 30, 2003, among Psychiatric Solutions, Inc., the Guarantors named therein and U.S. Bank National Association as successor to Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the 2003 Form S-4).
4	.4	Form of Notes (included in Exhibit 4.3) (incorporated by reference to Exhibit 4.11 to the 2003 Form S-4).
4	.5	Indenture, dated as of July 6, 2005, by and among Psychiatric Solutions, Inc., the subsidiaries named as guarantors thereto and U.S. Bank National Association as successor to Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
4	.6	Form of Notes (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).

4	.7	Purchase Agreement, dated as of May 24, 2007, among Psychiatric Solutions, Inc., the subsidiaries named as guarantors thereto, and Citigroup Global Markets Inc., as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on May 25, 2007).
4	.8	Exchange and Registration Rights Agreement, dated as of May 31, 2007, among Psychiatric Solutions, Inc., the subsidiary guarantors from time to time party thereto, and Citigroup Global Markets Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated on behalf of Banc of America Securities LLC and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 1, 2007).
5	.1*	Opinion of Waller Lansden Dortch & Davis, LLP.
8	.1*	Opinion of Waller Lansden Dortch & Davis, LLP.
10	.1	Employment Agreement between Joey A. Jacobs and Psychiatric Solutions, Inc., dated as of May 10, 2007 (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K, filed on May 16, 2007).
10	.2	Form of Indemnification Agreement executed by each director of Psychiatric Solutions, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004).
10	.3	Second Amended and Restated Credit Agreement, dated as of July 1, 2005, by and among Psychiatric Solutions, Inc., the subsidiaries named as guarantors thereto, Citicorp North America, Inc., as term loan facility administrative agent, co-syndication agent and documentation agent , Bank of America, N.A., as revolving loan facility administrative agent, collateral agent, swing line lender and co-syndication agent, and the various other agents and lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 8, 2005).
10	.4	Amendment No. 1 to Psychiatric Solutions, Inc.’s Second Amended and Restated Credit Agreement, dated as of December 1, 2006, by and between Psychiatric Solutions, Inc., BHC Holdings, Inc., Premier Behavioral Solutions, Inc., Alternative Behavioral Services, Inc., the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors, Citicorp North America, Inc., as Term Loan Facility Administrative Agent, Bank of America, N.A., as Revolving Credit Facility Administrative Agent, Citigroup Global Markets Inc. and Banc of America Securities LLC, as the Arrangers (incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K, filed on December 7, 2006).
10	.5	Amendment No. 2 to Psychiatric Solutions, Inc.’s Second Amended and Restated Credit Agreement, dated as of May 31, 2007, by and between Psychiatric Solutions, Inc., BHC Holdings, Inc., Premier Behavioral Solutions, Inc., Alternative Behavioral Services, Inc., Horizon Health Corporation, the subsidiaries of Psychiatric Solutions, Inc. party thereto as guarantors, Citicorp North America, Inc., as Term Loan Facility Administrative Agent, Bank of America, N.A., as Revolving Credit Facility Administrative Agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce Fenner & Smith Incorporated, as the Arrangers, Merrill Lynch Capital Corporation, as lender, and MLPF&S, as co-syndication agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 1, 2007).
10	.6	Psychiatric Solutions, Inc. 2007 Long-Term Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 22, 2007).
10	.7	Amended and Restated Psychiatric Solutions, Inc. Equity Incentive Plan, as amended by an Amendment adopted on May 4, 2004 (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 9, 2004).
10	.8	Second Amendment to the Psychiatric Solutions, Inc. Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed April 22, 2005).
10	.9	Third Amendment to the Psychiatric Solutions, Inc. Equity Incentive Plan (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement, filed on April 21, 2006).
10	.10	Psychiatric Solutions, Inc. Executive Performance Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement, filed on April 21, 2006).
10	.11	Form of Nonstatutory Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
10	.12	Amended and Restated Psychiatric Solutions, Inc. Outside Directors’ Non-Qualified Stock Option Plan (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement, filed on April 14, 2003).

10	.13	Amendment to the Psychiatric Solutions, Inc. Outside Directors’ Stock Option Plan (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement filed April 22, 2005).
10	.14	2007 Executive Officer Compensation (incorporated by reference to the Company’s Current Report on Form 8-K, filed on November 8, 2006).
10	.15	Psychiatric Solutions, Inc. 2007 Cash Bonus Plans (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 22, 2007).
10	.16	Summary of Director Compensation (incorporated by reference to Exhibit 10.22 to the 2006 10-K).
10	.17	Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
12	.1*	Computation of Ratios of Earnings to Fixed Charges.
21	.1*	List of Subsidiaries.
23	.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23	.2*	Consent of Ernst & Young LLP, Independent Auditors.
23	.3*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23	.4*	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23	.5*	Consent of Waller Lansden Dortch & Davis, LLP (included in Exhibits 5.1 and 8.1).
24	.1*	Power of Attorney (included on the signature pages).
25	.1*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as Trustee under the Indenture.
99	.1*	Form of Letter of Transmittal.
99	.2*	Form of Notice of Guaranteed Delivery.

* Filed herewith

EX-3.6

EXHIBIT 3.6

ARTICLES OF INCORPORATION
OF
ABS LINCS KY, INC.

     FIRST: The name of the Corporation is ABS LINCS KY. Inc.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action. Action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice, if the action is taken by the written consent of shareholders who would be entitled to vote at a meeting of holders of outstanding shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote thereon were present and voted.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 909 East Main Street, Suite 1200, Richmond, Virginia 23219 in the City of Richmond, and the initial registered agent at that address is William J. Newman. Jr. an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia Stock Corporation Act. as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest: and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him. whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that

2

he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contribution from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to. Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

3

     Given under my hand this 15th day of August, 2006.

/s/ Edward C. Irby, Jr.  

Edward C. Irby, Jr., Incorporator 

4

EX-3.7

EXHIBIT 3.7

ARTICLES OF INCORPORATION

OF

ABS LINCS NJ, INC.

     FIRST: The name of the Corporation is ABS LINCS NJ, Inc.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action. Action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice, if the action is taken by the written consent of shareholders who would be entitled to vote at a meeting of holders of outstanding shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote thereon were present and voted.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 909 East Main Street, Suite 1200, Richmond, Virginia 23219 in the City of Richmond, and the initial registered agent at that address is William J. Newman, Jr., an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia Stock Corporation Act as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that

2

he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contribution from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally shall not require approval by the shareholders of the Corporation.

3

     Given under my hand this 3rd day of March, 2006.

/s/ William J. Newman, Jr.  

William J. Newman, Jr., Incorporator 

4

EX-3.8

EXHIBIT 3.8

ARTICLES OF INCORPORATION
OF
THE PINES OF NEW ENGLAND, INC.

The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, states as follows:

     FIRST: The name of the Corporation is The Pines of New England, Inc.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of (he property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

     THIRD: The post office address of the initial registered office and the business office of the initial registered agent is 909 East Main Street, Richmond, Virginia 23219 in the City of Richmond, and the initial registered agent at that address is William J. Newman, an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its Stockholders for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person, Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or

repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

     SIXTH: Pursuant to Section 13.1-657 of the Code of Virginia, action required or permitted by the Virginia Stock Corporation Act to be taken at a shareholder’s meeting may be taken without a meeting and without prior notice, if the action is taken by shareholders who would be entitled to vote at a meeting of the holders of outstanding shares having voting powers to cast not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shareholders entitled to vote thereon were present and voted.

     Given under my hand this 1 day of June, 2001.

/s/ Rebecca H. White  

Rebecca H. White. Incorporator 

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

ONE

     The name of the corporation is The Pines of New England, Inc.

TWO

     The name of the corporation is changed to Alternative Management Services, Inc.

THREE

     The foregoing amendment was adopted by unanimous consent of the shareholders on August 15, 2002.

(date)

     The undersigned declares that the facts herein stated are true as of August 15, 2002.

(date)

The Pines of New England, Inc.
(Name of corporation)
By:	/s/ Rebecca H. White
(Signature)
Rebecca H. White, Secretary
(Printed name and corporate title)

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

1. The current name of the corporation is Alternative Management Services, Inc.

2. The name of the corporation is changed to ABS LINCS PA, Inc.

3. The foregoing amendment was adopted by unanimous consent of the shareholders on March 3, 2006

(date)

Executed in the name of the corporation by:

/s/ Edward C. Irby, Jr.	3/2/06
(signature)	(date)
Edward C. Irby, Jr.	President
(printed name)	(corporate title)
757-459-5200	560722-1
(telephone number (optional))	(corporation’s SCC corporate ID no.)

(The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)

EX-3.9

EXHIBIT 3.9

ARTICLES OF INCORPORATION
OF
FIRST HOME CARE OF PUERTO RICO, INC.

     FIRST: The name of the Corporation is First Home Care of Puerto Rico, Inc.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 909 East Main Street, Suite 1200, Richmond, Virginia 23219 in the City of Richmond, and the initial registered agent at that address is William J. Newman, Jr., an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not

permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination

2

is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

     Given under my hand this 28^th day of September, 1999.

/s/ Margaret C. Lewis  

Margaret C. Lewis, Incorporator 

3

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
FIRST HOME CARE OF PUERTO RICO, INC.

     1. The name of the corporation is First Home Care of Puerto Rico, Inc. (the “Corporation”).

     2. The Articles of Incorporation of the Corporation are hereby amended to change the name of the Corporation to:

Community Cornerstones of Puerto Rico, Inc.

     3. The foregoing amendment was adopted by the unanimous written consent of the Corporation’s board of directors effective as of January 1, 2000.

     A. The foregoing amendment was adopted by the unanimous written consent of the holders of all of the issued and outstanding stock of the Corporation effective as of January 1, 2000.

     5. These Articles of Amendment shall be effective when accepted for filing by the State Corporation Commission of Virginia.

Dated: January 11, 2000	FIRST HOME CARE OF PUERTO RICO, INC.
	By:	/s/ Edward C. Irby, Jr.
		Edward C. Irby, Jr., President

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

1. The current name of the corporation is Community Cornerstones of Puerto Rico, Inc.

2. The name of the corporation is changed to ABS LINCS PR, Inc.

3. The foregoing amendment was adopted by unanimous consent of the shareholders on March 1, 2006.

(date)

Executed in the name of the corporation by:

/s/ Edward C. Irby, Jr.
(signature)	(date)
Edward C. Irby, Jr.	President
(printed name)	(corporate title)
757-459-5200	527837-9
(telephone number (optional))	(corporation’s SCC corporate ID no.)

(The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)

EX-3.10

EXHIBIT 3.10

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

OF

New Hope, Inc.

(File This Form in Duplicate Originals)

(Sect. 33-_-30 of 1976 Code)

(INSTRUCTIONS ON PAGE 4)

     1. The name of the proposed corporation is New Hope, Inc.

     2. The initial registered office of the corporation is 9279 Medical Plaza Dr., Suite E located in the city of Charleston, County of Charleston and the state of South Carolina and the name of its initial registered agent at such address is Jay S. Orvin.

     3. The period of duration of the corporation shall be perpetual.

     4. The corporation is authorized to issue shares of stock as follows:

Class of Shares	Authorized No. of each class	Par Value
Common	100,000	1.00

     If shares are divided into two or more classes or if any class of shares is divided into series within a class, the relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:

5.	Total authorized capital stock 100,000 Please see instructions on Page 4.
6.	It is represented that the corporation will not begin business until there has been paid into the corporation the minimum consideration for the issue of shares, which is $1,000.00 of which at least $500.00 is in cash.
7.	The number of directors constituting the initial board of directors of the corporation is 2 , and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify are:

Jay S. Orvin	9279 Medical Plaza Dr., Suite E
	Charleston, SC 29418
Name	Address
Rick Cogburn	9279 Medical Plaza Dr., Suite E
	Charleston, SC 29418
Name	Address
Name	Address
Name	Address

8.	The general nature of the business for which the corporation is organized is (it is not necessary to set forth in the purposes powers enumerated in Section 33-3-10 of 1976 Code).
	To own, operate, manage and invest in medical facilities and to perform any and all related activities provided by law.
9.	Provisions which the incorporators elect to include in the articles of incorporation are as follows:

(a)	Board of Directors may elect to be governed by IRC Section 1244 – i.e. 1244 Stock
(b)	Board of Directors may Elect S Corporation status pursuant to Section 1372 of the IRC.

2

10. The name and address of each incorporator is:

Name	Address	City	County	State
John F. McNeill	820 Hwy. 17 By Pass	Mt. Pleasant	Charleston	SC
	P.O. Box 985

	/s/ John F. McNeill
Date: February 17, 1987	(Signature of Incorporator)
	John F. McNeill
	(Type or print name)
	(Signature of Incorporator)
	(Type or print name)
	(Signature of Incorporator)
	(Type or print name)

3

STATE OF SOUTH CAROLINA

COUNTY OF CHARLESTON

     The undersigned John F. McNeill do hereby certify that they are the incorporators of New Hope, Inc. Corporation and are authorized to execute this verification; that each of the undersigned for himself does hereby further certify that he has read the forgoing document, understands the meaning and purport of the statements therein contained and the same are true to the best of his information and belief.

/s/ John F. McNeill

(Signature of Incorporator)

(Signature of Incorporator)

(Signature of Incorporator)

(Each incorporator must sign)

CERTIFICATE OF ATTORNEY

11. I, John F. McNeill, an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 7 of Title 33 of the South Carolina Code of 1976, relating to the organization of corporations, and that in my opinion, the corporation is organized for a lawful purpose.

	/s/ John F. McNeill
Date: February 17, 1987	(Signature)
	John F. McNeill
	(Type or print name)
	820 Hwy. 17 By Pass
	Mt. Pleasant, SC 29464

4

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF AMENDMENT

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1.	The name of the corporation is New Hope, Inc.
2.	Date of Incorporation February 23, 1987
3.	Agent’s Name and Address Jay S. Orvin, 7515 Northside Dr., N. Charleston, SC 29420
4.	On January 7, 2005, the corporation adopted the following Amendment (s) of its Articles of Incorporation: (Type or attach the complete text of each Amendment)
	Article I is hereby amended to read:

1. The name of the proposed corporation is: ABS New Hope, Inc.

5.	The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).
	NA

6. Complete either “a” or “b”, whichever is applicable.

a. þ Amendment(s) adopted by shareholder action.

At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:

	Number of	Number of	Number of Votes	Number of Undisputed*
Voting	Outstanding	Votes Entitled	Represented at	Shares
Group	Shares	to be Cast	the meeting	For or Against
NA	5,000	5,000	5,000	5,000 for

New Hope, Inc.

Name of Corporation

*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

     b.     o The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder action was not required.

7. Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code of Laws, as amended)                                                                  

Date January 7, 2005	New Hope, Inc.
	Name of Corporation
	/s/ Edward C. Irby
	Signature
	Edward C. Irby, President
	Type or Print Name and Office

6

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF AMENDMENT

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1.	The name of the corporation is ABS New Hope, Inc.
2.	Date of Incorporation February 23, 1987
3.	Agent’s Name and Address CSC, 5000 Thurmond Mall Blvd., Columbia, SC 29201
4.	On March 1, 2006, the corporation adopted the following Amendment (s) of its Articles of Incorporation: (Type or attach the complete text of each Amendment)
	Article I is hereby amended to read:

1. The name of the proposed corporation is: ABS LINCS SC, Inc.

5.	The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).
	NA
6.	Complete either “a” or “b”, whichever is applicable.

      a.     þ Amendment(s) adopted by shareholder action.
At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:

	Number of	Number of	Number of Votes	Number of Undisputed*
Voting	Outstanding	Votes Entitled	Represented at	Shares
Group	Shares	to be Cast	the meeting	For or Against
NA	5,000	5,000	5,000	5,000 for

ABS New Hope, Inc.

Name of Corporation

*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

     b.     o The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder action was not required.

7. Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code of Laws, as amended)                                                            

Date March 2, 2006	ABS New Hope, Inc.
	Name of Corporation
	/s/ Edward C. Irby
	Signature
	Edward C. Irby, President
	Type or Print Name and Office

EX-3.11

EXHIBIT 3.11

ARTICLES OF INCORPORATION

OF

FIRST HOSPITAL CORPORATION OF CHATTANOOGA

     FIRST: The name of the Corporation is First Hospital Corporation of Chattanooga.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 909 East Main Street, Suite 1200, in the City of Richmond, Virginia 23219 and the initial registered agent at that address is Philip H. Goodpasture, an individual who resides in the Commonwealth of Virginia and is member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia State Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $l.00 or the minimum amount allowed to be

stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

2

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

     Given under my hand this 11^th day of August, 1994.

/s/ Philip H. Goodpasture  

Incorporator 

3

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

1.	The current name of the corporation is First Hospital Corporation of Chattanooga.
2.	The name of the corporation is changed to The Pines of Chattanooga, Inc.
3.	The foregoing amendment was adopted by unanimous consent of the shareholders on July 18, 2005.

Executed in the name of the corporation by:

/s/ Edward C. Irby, Jr.	7/18/05
(signature)	(date)
Edward C. Irby, Jr.	President
(printed name)	(corporate title)
757-459-5200	0432213-7
(telephone number (optional))	(corporation’s SCC corporate ID no.)

(The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

1.	The current name of the corporation is The Pines at Chattanooga, Inc.
2.	The name of the corporation is changed to First Hospital Corporation of Chattanooga.
3.	The foregoing amendment was adopted by unanimous consent of the shareholders on 9/28/05.

     Executed in the name of the corporation by:

/s/ Edward C. Irby, Jr.	9/28/2005
(signature)	(date)
Edward C. Irby, Jr.	President
(printed name)	(corporate title)
757-459-5200	0432213-7
(telephone number (optional))	(corporation’s SCC corporate ID no.)

     (The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

1.	The current name of the corporation is First Hospital Corporation of Chattanooga, Inc.
2.	The name of the corporation is changed to ABS LINCS TN, Inc.
3.	The foregoing amendment was adopted by unanimous consent of the shareholders on March 3, 2006.
	Executed in the name of the corporation by:

/s/ Edward C. Irby, Jr.	3/2/06
(signature)	(date)
Edward C. Irby, Jr.	President
(printed name)	(corporate title)
757-459-5200	0432213-7
(telephone number (optional))	(corporation’s SCC corporate ID no.)

     (The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)

EX-3.12

EXHIBIT 3.12

ARTICLES OF INCORPORATION

OF

ABS of Kentucky, Inc.

     The undersigned does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the Kentucky Business Corporation Act.

     FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is ABS of Kentucky, Inc.

     SECOND: The number of shares which the corporation is authorized to issue is 5,000, all of which are of a par value of 1.00 dollar(s) each and are of the same class and are to be Common shares.

     THIRD: The street address of the initial registered office of the corporation in the Commonwealth of Kentucky is 421 West Main Street, Frankfort, Kentucky 40601.

     The name of the initial registered agent of the corporation at the said registered office is Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company.

     FOURTH: The mailing address of the principal office of the corporation is: 240 Corporate Blvd., Norfolk, VA 23502.

     FIFTH: The name and the mailing address of the incorporator are:

NAME	ADDRESS
Rebecca H. White	240 Corporate Blvd., Norfolk, VA 23502

     SIXTH: The purposes for which the corporation is organized are as follows:

          To engage in any lawful business.

     SEVENTH: No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether now or hereafter authorized or created, may be issued,

or may be reissued if the same have been reacquired and if their reissue is not prohibited, and any and all of such rights and options may be granted by the Board of Directors to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

     EIGHTH: The corporation shall, to the fullest extent permitted by the provisions of the Kentucky Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of the Kentucky Business Corporation Act, as the same may be amended and supplemented.

     TENTH: Any action except the election of directors pursuant to KRS 271B.7-280 required or permitted by the provisions of the Kentucky Business Corporation Act to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice if the action is taken by shareholders entitled to vote on the action representing not less than eighty percent (or such higher percentage required by any provision of the Kentucky Business Corporation Act) of the votes entitled to be cast; provided, that prompt notice of the taking of any action by shareholders without a meeting under this Article by less than unanimous written consent shall be given to those shareholders entitled to vote on the action who have not consented in writing.

     ELEVENTH: The duration of the corporation shall be perpetual.

Signed on November 17, 2000	/s/ Rebecca H. White
	Rebecca H. White, Incorporator

2

     I, Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company, consent to serve as the registered agent on behalf of the corporation.

By:	/s/ Tabitha Fiorelli
Name of Officer: Tabitha Fiorelli
Title of Officer: Assistant VP

Endorsement prescribed by Chapter 382, Kentucky Revised Statutes, setting forth name, address, and signature of person preparing the foregoing document.

Name:	Jane C. Burns, Esq.
	FHC Health Systems, Inc.
Address:	240 Corporate Blvd., Norfolk, VA 23502
Signature:	/s/ Jane C. Burns
	(Signature may be a facsimile)

3

ARTICLES OF AMENDMENT

OF

ABS OF KENTUCKY, INC.

To the Secretary of State
Commonwealth of Kentucky

Pursuant to the provisions of the Kentucky Business Corporation Act, the corporation hereinafter named (the “corporation”) does hereby adopt the following Articles of Amendment:

1. The name of the corporation is ABS of Kentucky, Inc.

2. Article FIRST of the Articles of Incorporation of the corporation is hereby amended so as henceforth to read as follows:

          “FIRST: The corporate name for the corporation is ABS LINCS TX, Inc.”

3. The date of adoption of the aforesaid amendment was February 14, 2006.

4. The designation, the number of outstanding shares, the number of shares entitled to be cast by the voting group entitled to vote on the said amendment, and the number of votes of the voting group indisputably represented at the meeting at which the said amendments was approved are as follows:

(a) Designation of voting group: Common Stock

(b) Number of outstanding shares of voting group: 1,000

(c) Number of shares of voting group entitled to vote separately on the amendment: 1,000

(d) Number of shares of voting group indisputably represented at the meeting: 1,000

5. The total number of votes cast for and against the said amendment by the voting group entitled to vote on the said amendment is as follows:

(a) Designation of voting group: Common Stock

(b) Number of votes of voting group cast for the amendment: 1,000

(c) Number of votes of voting group cast against the amendment: 0

6. The said number of votes cast for the said amendment was sufficient for the approval thereof by the said voting group.

Executed on February 15, 2006

ABS OF KENTUCKY, INC.
By:	/s/ Edward C. Irby, Jr.
Name of officer: Edward C. Irby, Jr.
Title of officer: President

2 

EX-3.13

EXHIBIT 3.13

ARTICLES OF INCORPORATION
OF
FIRST HOME CARE CORPORATION

     FIRST: The name of the Corporation is First Home Care Corporation.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 909 E. Main Street, Suite 1200, Richmond, Virginia 23219 in the City of Richmond, and the initial registered agent at that address is Jonathan M. Joseph, an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not

permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination

2

is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

     Given under my hand this 12^th of December, 1995.

/s/ Jonathan M. Joseph  

Jonathan M. Joseph, Esq., Incorporator 

3

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

     1. The current name of the corporation is First Home Care Corporation.

     2. The name of the corporation is changed to ABS LINCS VA, INC.

     3. The foregoing amendment was adopted by unanimous consent of the shareholders on March 3, 2006.

Executed in the name of the corporation by:

/s/ Edward C. Irby, Jr.	3/2/06
(signature)	(date)
Edward C. Irby, Jr.	President
(printed name)	(corporate title)
757-459-5200	457754-0
(telephone number (optional))	(corporation’s SCC corporate ID no.)

     (The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)

EX-3.14

EXHIBIT 3.14

ARTICLES OF INCORPORATION
OF
VIRGIN ISLANDS BEHAVIORAL SERVICES, INC.

     FIRST: The name of the Corporation is Virgin Islands Behavioral Services, Inc.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 1200 Mutual Building, 909 East Main Street, Richmond, VA 23219, in the City of Richmond, and the initial registered agent at that address is Philip H. Goodpasture, an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia State Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not

permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (l) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination

2

is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

     Given under my hand this 27th day of January, 1994.

/s/ Philip H. Goodpasture

Incorporator

3

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA STOCK CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

1.	The current name of the corporation is Virgin Islands Behavioral Services, Inc.
2.	The name of the corporation is changed to ABS LINCS VI, Inc.
3.	The foregoing amendment was adopted by unanimous consent of the shareholders on
	March 3, 2006.         (date)

Executed in the name of the corporation by:

/s/ Edward C. Irby, Jr.	03/02/06
(signature)	(date)
Edward C. Irby, Jr.	President
(printed name)	(corporate title)
757-459-5200	422351-7
(telephone number (optional))	(corporation’s SCC corporate ID no.)

(The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.)

EX-3.15

EXHIBIT 3.15

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

FIRST CORRECTIONS CORPORATION

     The undersigned hereby forms a stock corporation under the provisions of Title 13.1 of the Code of Virginia and, to that end, sets forth the following:

     A. The name of the corporation is First Corrections Corporation.

     B. The Corporation shall have authority to issue 5,000 shares.

     C. The registered agent shall be William B. Tausig; a Virginia resident and an officer of the company whose business address is 240 Corporate Boulevard, Norfolk, Virginia 23502, and is the same as the address of the registered office situated in the City of Norfolk, Virginia.

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT

CHANGING THE NAME OF A CORPORATION
By Unanimous Consent of the Shareholders

     The undersigned, pursuant to § 13.1-710 of the Code of Virginia, executes these articles and states as follows:

ONE

     The name of the corporation is First Corrections Corporation.

TWO

     The name of the corporation is changed to ABS – First Step, Inc.

THREE

The foregoing amendment was adopted by unanimous consent of the shareholders on	October 15, 2002	.
	(date)

The undersigned declares that the facts herein stated are true as of	October 16, 2002	.
	(date)

	First Corrections Corporation
	(Name of Corporation)
BY:	/s/ Rebecca H. White
	(Signature)
	Rebecca H. White, Secretary
	(Printed name and corporate title)

EX-3.16

EXHIBIT 3.16

ARTICLES OF INCORPORATION
(Attach conformed copy)

þ PROFIT           o NONPROFIT
(Mark Appropriate Box)

     The undersigned persons, pursuant to Section 79-4-2.02 (if a profit corporation) or Section 79-11-137 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby execute the following document and set forth:

1. The name of the corporation is Laurelwood Center, Inc.

2. Domicile address is	Highway 39 North
		street

Meridian, Mississipppi, Lauderdale County, 39301

city/state/county/zip

3. The period of duration is Ninety-nine (99) years (NONPROFIT ONLY may be perpetual)

4. (a) The number (and classes, if any) of shares the corporation is authorized to issue is (are) as follows (THIS IS FOR PROFIT ONLY):

Class(es)	No. of Shares Authorized
Common	Ten Thousand (10,000) shares

(b) If more than one (1) class of shares is authorized, the preferences, limitations, and relative rights of each class are as follows:

5. The street address of its initial registered office is

Bourdeaux & Jones, 505 Constitution Avenue, P.O. Box 2009

street

Meridian, MS 39301

city/state/zip

and the name of its initial registered agent at such address is

Mr. Thomas D. Bourdeaux

6. The name and complete address of each incorporator is as follows (PLEASE TYPE OR PRINT)

Mr. Kenneth Posey,	4837 Country Club Drive,	Meridian, MS 39305
name/street address/city/state/zip

7. Other provision: N/A

This page conforms with the duplicate page filed with
Secretary of State

Secretary of State	/s/ Kenneth Posey
State of Mississippi	Kenneth Posey	incorporator/signature

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136       (601) 359-1333
Articles of Amendment

The undersigned persons, pursuant to Section 79-4-10.06 (if a profit corporation) or Section 79-11-305 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby execute the following document and set forth:

1. Type of Corporation

þ Profit            o Nonprofit

2. Name of Corporation

Laurelwood Center, Inc.

3. The future effective date is (Complete if applicable)	N/A
4. Set forth the text of each amendment adopted.
(Attach page)

5. If an amendment for a business corporation provides for an exchange, reclassification, or cancellation of issued shares, set forth the provisions for implementing the amendment if they are not contained in the amendment itself. (Attach page)

6. The amendment(s) was (were) adopted on

  February 19, 2001   Date(s)

FOR PROFIT CORPORATION (Check the appropriate box)

Adopted by	o	the incorporators	þ	directors without shareholder action and shareholder action was not required.
FOR NONPROFIT CORPORATION (Check the appropriate box)
Adopted by	o	the incorporators	o	board of directors without member action and member action was not required.
FOR PROFIT CORPORATION

7. If the amendment was approved by shareholders

(a) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting were

Designation	No. of outstanding shares	No. of votes entitled to be cast	No. of votes indisputably represented
N/A	N/A	N/A	N/A

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136   (601) 359-1333
Articles of Amendment

N/A

(b) EITHER

     (i) the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was

Voting group	Total no. of votes cast FOR	Total no. of votes cast AGAINST
N/A

OR

     (ii) the total number of undisputed votes cast for the amendment by each voting group was

Voting group	Total no. of undisputed votes cast FOR the plan
N/A

and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.

FOR NONPROFIT CORPORATION

8. If the amendment was approved by the members

(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and the number of votes of each class indisputably represented at the meeting were

Designation	No. of memberships outstanding	No. of votes entitled to be cast	No. of votes indisputably represented
N/A

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136     (601) 359 1333
Articles of Amendment

(b) EITHER

(i) the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment was

Voting class	Total no. of votes	Total no. of votes cast
	cast FOR	AGAINST
N/A

OR

     (ii) the total number of undisputed votes cast for the amendment by each class was

Voting class	Total no. of undisputed votes cast FOR the amendment
N/A

and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.

By:	Signature		(Please keep writing within blocks)
		/s/ Gregory Z. Cantrell
	Printed Name	Gregory Z. Cantrell	Title	CEO

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136       (601) 359-1333
Articles of Amendment

The undersigned persons, pursuant to Section 79-4-10.06 (if a profit corporation) or Section 79-11-305 (if a nonprofit corporation) of the Mississippi Code of 1972, hereby execute the following document and set forth:

1. Type of Corporation

þ Profit            o Nonprofit

2. Name of Corporation

Laurelwood Center, Inc.

3. The future effective date is (Complete if applicable)	March 31, 2006
4. Set forth the text of each amendment adopted. (Attach page)
Please see Attachment A.

5. If an amendment for a business corporation provides for an exchange, reclassification, or cancellation of issued shares, set forth the provisions for implementing the amendment if they are not contained in the amendment itself.

6. The amendment(s) was (were) adopted on

  February 28, 2006   Date(s)

FOR PROFIT CORPORATION (Check the appropriate box)

Adopted by	o	the incorporators	o	directors without shareholder action and shareholder action was not required.
FOR NONPROFIT CORPORATION (Check the appropriate box)
Adopted by	o	the incorporators	o	board of directors without member action and member action was not required.
FOR PROFIT CORPORATION

7. If the amendment was approved by shareholders

(a) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting were

Designation	No. of outstandingshares shares	No. of votes entitled to be cast	No. of votes indisputably represented
Common	110,000	110,000	110,000

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136      (601) 359-1333
Articles of Amendment

(b) EITHER

     (i) the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment was

Voting group	Total no. of votes cast FOR	Total no. of votes cast AGAINST
	110,000	- 0 -

OR

     (ii) the total number of undisputed votes cast for the amendment by each voting group was

Voting group Total no. of undisputed votes cast FOR the plan

and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.

FOR NONPROFIT CORPORATION

8. If the amendment was approved by the members

(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and the number of votes of each class indisputably represented at the meeting were

Designation No. of memberships outstanding No. of votes entitled to be cast No. of votes indisputably represented

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P.O. BOX 136, JACKSON, MS 39205-0136     (601) 359 1333
Articles of Amendment

(b) EITHER

(i) the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment was

Voting class Total no. of votes cast FOR Total no. of votes cast AGAINST

OR

     (ii) the total number of undisputed votes east for the amendment by each class was

Voting class Total no. of undisputed votes cast FOR the amendment

and the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group.

By:	Signature		(Please keep writing within blocks)
		/s/ Christopher L. Howard
	Printed Name	Christopher L. Howard	Title	Vice President

Attachment A to the Articles of Amendment

To the Articles of Incorporation

Of Laurelwood Center, Inc.

4. The name of the corporation is Alliance Health Center, Inc.

EX-3.17

EXHIBIT 3.17

ARTICLES OP INCORPORATION
OF
ALTERNATIVE BEHAVIORAL SERVICES, INC.

     FIRST: The name of the Corporation is Alternative Behavioral Services, Inc.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 1200 Mutual Building, 909 East Main Street, Richmond, VA 23219, in the City of Richmond, and the initial registered agent at that address is Philip H. Goodpasture, an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia State Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not

permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (l) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination

2

is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

     Given under my hand this 3^rd day of February, 1994.

/s/ Philip H. Goodpasture  

Incorporator 

3

EX-3.18

EXHIBIT 3.18

CERTIFICATE OF INCORPORATION

OF

RAMSAY EDUCATIONAL SERVICES, INC.

     THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify pursuant to Section 103 (a) (1) of the General Corporation Law as follows:

     FIRST: The name of the corporation is “Ramsay Educational Services, Inc.” (the “Corporation”).

     SECOND: The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, which address is located in the County of New Castle, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

     THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

     FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $.01 per share.

     FIFTH: Subject to the provisions of the General Corporation Law, the number of Directors of the Corporation shall be determined as provided in the By-Laws of the Corporation.

     SIXTH: To the fullest extent permitted by Section 145 of the General Corporation Law, or any comparable successor law. as the same may be amended and supplemented from time to time, the Corporation (i) may indemnify any persons whom it shall have power to indemnify thereunder from and against any and all of the expenses, liabilities or other matters referred to in or covered thereby, (ii) shall indemnify each such person if he or she is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or because he or she was serving the Corporation or any other legal entity in any capacity at the request of the Corporation while a director, officer; employee or agent of the Corporation and (iii) shall pay the expenses of such a current or former director, officer, employee or agent incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those entitled to indemnification or advancement of expenses may be entitled under any by-law, agreement, contract or vote of stockholders or disinterested directors or pursuant to the direction (however embodied) of any court of competent jurisdiction or otherwise, both as to action in his or her official capacity and

as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     SEVENTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

     EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any Class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of the General Corporation Law or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation .under the provisions of Section 279 of the General Corporation Law, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said, application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

     NINTH: Except as otherwise required by the laws of the State of Delaware, the stockholders and directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the Corporation. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision, contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute/ and all rights conferred upon stockholders herein are granted subject to this reservation.

     ELEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach, of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law is amended to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended. Any repeal or modification of this

2

Article by the stockholders of the Corporation shall be by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of stock of the Corporation entitled to vote in the election of directors, considered for the purposes of this Article ELEVENTH as one class, shall be prospective only and shall not adversely affect any right or protection of any director of the Corporation existing at the time of such repeal or modification.

     TWELFTH: The name and address of the incorporator is Jonathan M. Anderson, Haythe & Curley, 237 Park Avenue, New York, New York 10017.

3

     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 24th day of July, 1998.

/s/ Jonathan M. Anderson  

Jonathan M. Anderson 

Incorporator 

4

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
RAMSAY EDUCATIONAL SERVICES INC.

Pursuant to the provisions of Section 242 or the Delaware General Corporation Law, this Delaware corporation whose Certificate of Incorporation was filed with the Delaware Secretary of State on July 24, 1998, adopts the following amendment to its Certificate of Incorporation.

FIRST: Article I of the Certificate of Incorporation hereby is deleted in its entirety and replaced as follow:

“ARTICLE I

The name of the corporation is RAMSAY TREATMENT SERVICES, INC.”

SECOND: This Certificate of Amendment shall be effective upon its filing with the Delaware Secretary of State.

     IN WITNESS WHEREOF, the undersigned individual who is Vice President and Secretary of the Corporation has executed this Certificate of Amendment as of the 30th day of June, 2001.

/s/ Marcio C. Cabrara  

     Marcio C. Cabrara 

     Vice President and Secretary 

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

RAMSAY TREATMENT SERVICES, INC,

     Ramsay Treatment Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

     DOES HEREBY CERTIFY:

     FIRST: The Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting ARTICLE I in its present form and substituting in lieu thereof the following:

ARTICLE I
NAME

     The name of the corporation is Behavioral Educational Services, Inc. (the “Corporation”).

     SECOND: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware, (a) the Board of Directors of the Corporation having duly adopted resolutions by written consent in lieu of a meeting setting forth such amendment and declaring its advisability and submitting it to the sole stockholder of the Corporation for its approval, in conformity with the Corporation’s Amended and Restated Bylaws (the “Bylaws”) and (b) the sole stockholder of the outstanding stock of the Corporation, having duly adopted the resolutions setting forth such amendment by written consent in lieu of a meeting in conformity with the Bylaws of the Corporation.

     THIRD: This Certificate of Amendment of the Certificate of Incorporation shall be effective as of the date filed by the Secretary of State of Delaware.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment of its Certificate of Incorporation to be executed as of the 28^th day of October, 2005.

RAMSAY TREATMENT SERVICES, INC.
 

/s/ Steven T. Davidson  

Steven T. Davidson 

Vice President 

EX-3.28

EXHIBIT 3.28

CERTIFICATE OF INCORPORATION

OF

ARDENT HEALTH SERVICES, INC.

ARTICLE I

NAME

     The name of the corporation is Ardent Health Services, Inc. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

     The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of the registered agent of the Corporation in the State of Delaware at the registered office is the Corporation Service Company.

ARTICLE III

PURPOSES

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any and all lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as now or hereinafter in force. The Corporation shall possess and exercise all of the powers and privileges granted by the General Corporation Law of the State of Delaware, by any other law or by this Certificate, together with all such powers and privileges incidental thereto as may be necessary or convenient to the conduct, promotion or attainment of the purposes of the Corporation.

ARTICLE IV

CAPITALIZATION

     The Corporation shall have authority, acting by its Board of Directors, to issue ten thousand (10,000) shares of common stock, one cent ($.01) par value per share (the “Common Stock”), such shares entitled to one (1) vote per share on any matter on which shareholders of the Corporation are entitled to vote and such shares being entitled to participation in dividends and to receive the remaining net assets of the Corporation upon dissolution. The number of authorized shares of any class may be increased or decreased (but not below the number of such shares then outstanding) by the affirmative vote of the holders of a majority of the Common Stock.

ARTICLE V

INCORPORATOR

     The name of the incorporator of the Corporation is Stephen C. Petrovich, and his address is One Burton Hills Boulevard, Suite 250, Nashville, Tennessee 37215.

ARTICLE VI

BOARD OF DIRECTORS

     The initial members of the Board of Directors of the Corporation, who shall serve until the first annual meeting of the shareholders of the Corporation and until their successors are elected and qualified, shall consist of two directors, and their names and addresses are as follows:

William P. Barnes	One Burton Hills Boulevard
	Suite 520
	Nashville, Tennessee 37215
Stephen C. Petrovich	One Burton Hills Boulevard
	Suite 520
	Nashville, Tennessee 37215

ARTICLE VII

LIMITATION ON PERSONAL LIABILITY OF DIRECTORS

     A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except for liability: (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the General Corporation Law of Delaware (or the corresponding provision of any successor act or law); and (d) for any transaction from which the director derived an improper personal benefit. If the law of the State of Delaware is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors or officers or expanding such liability, then the liability of directors or officers to the Corporation or its shareholders shall be limited or eliminated to the fullest extent permitted by law of the State of Delaware as so amended from time to time. Any repeal or modification of the provisions of this Article VII, either directly or by the adoption of an inconsistent provision of this Certificate, shall be prospective only and shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the General Corporation Law of the State of Delaware limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VII which occur subsequent to the effective date of such amendment.

2

ARTICLE VIII

INDEMNIFICATION

     (a) The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the fullest extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (an “indemnitee”). The Corporation may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability which may be asserted against such person. To the fullest extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the fullest extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office.

     (b) Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to secure a judgment in its favor against such indemnitee with respect to any claim, issue or matter as to which the indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

     (c) The rights to indemnification and advancement of expenses set forth in this Article VIII are intended to be greater than those which are otherwise provided for in the General Corporation Law of the State of Delaware, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to this Article VIII, are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the General Corporation Law of the State of Delaware, as amended from time to time. The rights to indemnification and advancement of expenses set forth in this Article VIII above are nonexclusive of other similar rights which may be granted by law, this Certificate, the Bylaws, a resolution of the Board of Directors or shareholders or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

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     (d) Any repeal or modification of the provisions of this Article VIII, either directly or by the adoption of an inconsistent provision of this Certificate, shall be prospective only and shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the General Corporation Law of the State of Delaware limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VIII which occur subsequent to the effective date of such amendment.

ARTICLE IX

AMENDMENTS

     The Board of Directors reserves the right from time to time to amend, alter, change or repeal any provision contained in this Certificate in the manner now or hereinafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

ARTICLE X

PREEMPTIVE RIGHTS

     The holders of stock of the Corporation shall have no preemptive or preferential right to subscribe for or purchase any stock or securities of the Corporation.

ARTICLE XI

PERPETUAL EXISTENCE

     The period of existence of the Corporation shall be perpetual.

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     IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 27^th day of December, 2002 and acknowledge the same to be my act.

/s/ Stephen C. Petrovich  

Stephen C. Petrovich 

Incorporator 

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CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

ARDENT HEALTH SERVICES, INC.

     Ardent Health Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

     DOES HEREBY CERTIFY:

     FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting ARTICLE I in its present form and substituting in lieu thereof the following:

ARTICLE I

NAME

     The name of the corporation is BHC Holdings, Inc. (the “Corporation”).

     SECOND: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware, (a) the Board of Directors of the Corporation having duly adopted resolutions by written consent in lieu of a meeting setting forth such amendment and declaring its advisability and submitting it to the sole stockholder of the Corporation for its approval, in conformity with the Corporation’s Amended and Restated Bylaws (the “Bylaws”) and (b) the sole stockholder of the outstanding stock of the Corporation, having duly adopted the resolutions setting forth such amendment by written consent in lieu of a meeting in conformity with the Bylaws of the Corporation.

     THIRD: This Certificate of Amendment of the Certificate of Incorporation shall be effective as of the date filed by the Secretary of State of Delaware.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment of its Certificate of Incorporation to be executed as of the 28^th day of September, 2005.

ARDENT HEALTH SERVICES, INC.
 

/s/ Steven T. Davidson  

Steven T. Davidson 

Vice President 

EX-3.38

EXHIBIT 3.38

ARTICLES OF INCORPORATION
OF
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION

     I, the undersigned natural person of the age of eighteen years or more, do make and acknowledge these Articles of Incorporation for the purpose of forming a business corporation under the laws of the State of North Carolina.

ARTICLE I

     The name of the corporation shall be: EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION.

ARTICLE II

     The period of duration of the corporation is perpetual.

ARTICLE III

     The purposes for which the corporation is organized are:

     (a) To engage in the general business of constructing, operating and maintaining a psychiatric care facility for the treatment of persons having emotional disorders.

     (b) To engage in any other lawful business or activity, including, but not limited to, constructing, developing, manufacturing, leasing, or otherwise caring for any type of structure, commodity, or livestock whatsoever; processing, developing, buying, selling, brokering, factoring, distributing, lending, leasing, borrowing, or investing in any type of property, whether real or personal, tangible or intangible, or other; promoting, financing, developing, operating, or otherwise in any manner participating in any business or enterprise of any kind or nature, either alone or in conjunction with other persons, partnerships, corporations, or other legal entities of any kind or nature; extracting and processing natural resources; transporting freight or passengers by land, sea or air; collecting and disseminating information or advertising through any media whatsoever; performing business services or any nature; entering into or serving in any type of management, investigative, promotional, protective, insurance, guarantorship, suretyship, fiduciary, or other lawful capacity or relationship for any persons or corporations or other legal entities whatsoever.

ARTICLE IV

     The corporation shall have authority to issue ten-thousand (10,000) shares of stock with a par value of TEN DOLLARS ($10.00) each.

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ARTICLE V

     The minimum amount of consideration to be received by the corporation for its shares before it shall commence business is TEN DOLLARS ($10.00) in cash or property of equivalent value.

ARTICLE VI

     The address of the initial Registered Office of the corporation in the State of North Carolina is 116 North Cool Spring Street, Fayetteville, Cumberland County, North Carolina; and the name of the initial Registered Agent at such address is: Ervin I. Baer.

ARTICLE VII

     The number of Directors constituting the initial Board of Directors shall be two (2). The names and addresses of the persons who are to serve as Directors until the first meeting of shareholders or until their successors shall be elected and qualified are:

Name	Address
Dr. Jacob R. Fishman	3425 Melrose Road
	Fayetteville, NC 28305
M.J. Nabit	3425 Melrose Road
	Fayetteville, NC 28305

ARTICLE VIII

     The name and address of the Incorporator is:

M.J. Nabit	3425 Melrose Road
	Fayetteville, NC 28305

     IN WITNESS WHEREOF, I have hereunto set my hand and seal, this 26^th day of JUNE, 1981.

/s/ M. J. Nabit                                                            (SEAL)
M. J. NABIT

2

NORTH CAROLINA	)
	)
CUMBERLAND COUNTY	)

     I, Maxine R. Pridgen, a Notary Public of said County and State, do hereby certify that M.J. NABIT, personally appeared before me this day and acknowledged the due execution of the foregoing Articles of Incorporation of EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION.

     Witness my hand and Notarial Seal, this 26^th day of JUNE, 1981.

/s/ Maxine R. Pridgen  

Notary Public 

My Commission Expires:

October 28, 1985

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ARTICLES OF AMENDMENT

TO THE CHARTER OF

EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION

     The undersigned corporation hereby executes these Articles of Amendment for the purpose of amending its Charter:

     1. The name of the corporation is East Carolina Psychiatric Services Corporation.

     2. The following amendments to the Charter of the corporation were adopted by its shareholders on the 12th day of October, 1982, in the manner prescribed by law:

     “BE IT RESOLVED, that the Articles of Incorporation for this corporation be amended by deleting Article III from said Articles of Incorporation and substituting the following therefor:

ARTICLE III

     The purposes for which the corporation is formed and the business to be carried on and the objectives to be affected by it are:

     1. To engage in the general business of constructing, operating and maintaining a psychiatric care facility for the treatment of persons having emotional disorders.

     2. To engage in any other lawful business or activity, including, but not limited to, constructing, developing, manufacturing, leasing, or otherwise caring for any type of structure, commodity, or livestock whatsoever; processing, developing, buying, selling, brokering, factoring, distributing, lending, leasing, borrowing, or investing in any type of property, whether real or personal, tangible or intangible, or other; promoting, financing, developing, operating, or otherwise in any manner participating in any business or enterprise of any kind or nature, either along or in conjunction with other persons, partnership, corporations, or other legal entities of any kind or nature; extracting and processing natural resources; transporting freight or

passengers by land, sea or air; collecting and disseminating information or advertising through any media whatsoever; performing business services of any nature; entering into or serving in any type of management, investigative, promotional, protective, insurance, guarantorship, suretyship, fiduciary, or other lawful capacity or relationship for any persons or corporations or other legal entities whatsoever.

     3. (a) To create a private corporation to construct or to acquire a treatment center project or projects, and to operate the same; (b) to enable the financing of the construction of such project with the assistance of mortgage insurance under the National Housing Act; (c) to enter into, perform, and carry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the corporation, including expressly, any contract or contracts with the Secretary of Housing and Urban Development which may be desirable or necessary to comply with the requirements of the National Housing Act, as amended, and the Regulations of the Secretary thereunder, relating to the regulation or restriction of mortgagors as to rents, sales, charges, capital structure, rate of return and methods of operation; (d) to acquire any property, real or personal, in fee or under lease, or any rights therein or appurtenant thereto, necessary for the construction and operation of such project; and (e) to borrow money, and to issue evidence of indebtedness, and to secure the same by mortgage, deed of trust, pledge, or other lien, in furtherance of any or all of the objects of its business in connection with said project.

     AND, BE IT FURTHER RESOLVED that an Article III-A be added to the Articles of Incorporation as follows:

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ARTICLE III-A

     1. The corporation shall have the power to and perform all things whatsoever set out in Paragraph 3 of Article III above, and necessary or incidental to the accomplishment of said purposes.

     2. The corporation, specifically and particularly, shall have the power and authority to enter into a Regulatory Agreement setting out the requirements of the Secretary of Housing and Urban Development.”

     3. The number of shares of the corporation outstanding at the time of such adoption was 2; and the number of shares entitled to vote thereon was 2.

     4. The number of shares voted for such amendment was 2, and the number of shares voted against such amendment was 0.

     5. The amendment herein effected does not give rise to dissenter’s rights to payment for reason that the only effect of such amendment is to amend the stated purposes of the corporation and to state specific powers of the corporation.

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     IN WITNESS WHEREOF, these Articles are signed by the President and Secretary of the corporation, this 12th day of October, 1982.

EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION
By:	/s/ Jacob R. Fishman
	Jacob R. Fishman, President

ATTEST:

/s/ M. J. Nabit M. J. Nabit, Secretary

NORTH CAROLINA

CUMBERLAND COUNTY

     I, Judith A. Simmons, a Notary Public, herein certify that on the 13th day of October, 1982, personally appeared before me JACOB R. FISHMAN and M. J. NABIT, each of whom, being by me first duly sworn, declared that he signed the foregoing document in the capacity indicated and the statements therein contained are true.

/s/ Judith A. Simmons  

Notary Public 

My Commission Expires: 8-3-87

4

State of North Carolina

Department of the Secretary of state

ARTICLES OF AMENDMENT

BUSINESS CORPORATION

Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending it’s Articles of Incorporation.

1.	The name of the corporation is: East Carolina Psychiatric Services Corporation
2.	The text of each amendment adopted is as follows (State below or attach):
	Article I
	The name of the corporation shall be Brynn Marr Hospital, Inc.
3.	If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if notcontained in the amendment itself, are as fallows:
	N/A
4.	The date of adoption of each amendment was as follows: February 28, 2006
5.	(Check either a, b, c, or d, whichever is applicable)
	a.                    The amendment(s) was (ware) duly adopted by the incorporators prior to the issuance of shares.
	b.                     The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.
	c.                    The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required.)
	d.üThe amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.

5

ARTICLES OF AMENDMENT

Page 2

6.	These articles will be effective upon filing, unless a delayed time and date is specified:
	April 3, 2006

This the 15th day of March, 2006

East Carolina Psychiatric Services Corporation Name of Corporation

/s/ Christopher L. Howard Signature

Christopher L. Howard, Vice President Type or Print Name and Title

6

EX-3.39

EXHIBIT 3.39

CERTIFICATE OF INCORPORATION
OF
PSYCHIATRIC SOLUTIONS OF ARIZONA, INC.

     The undersigned person, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), adopts the following Certificate of Incorporation for such corporation:

ARTICLE I

NAME

     The name of the corporation is Psychiatric Solutions of Arizona, Inc. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

     The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Suite 1B, Dover, County of Kent, Delaware 19901. The name of the registered agent of the Corporation in the State of Delaware at the registered office is National Registered Agents, Inc.

ARTICLE III

PURPOSES

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any and all lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as now or hereinafter in force. The Corporation shall possess and exercise all of the powers and privileges granted by the General Corporation Law of the State of Delaware, by any other law or by this Certificate, together with all such powers and privileges incidental thereto as may be necessary or convenient to the conduct, promotion or attainment of the purposes of the Corporation.

ARTICLE IV

CAPITALIZATION

     The Corporation shall have authority, acting by its Board of Directors, to issue one thousand (1,000) shares of common stock, all of such shares having a par value of $0.01 per share (the “Common Stock”), and such shares being entitled to one (1) vote per share on any matter on which

shareholders of the Corporation are entitled to vote and such shares being entitled to participation in dividends and to receive the remaining net assets of the Corporation upon dissolution. The number of authorized shares of any class may be increased or decreased (but not below the number of such shares then outstanding) by the affirmative vote of the holders of a majority of the Common Stock.

ARTICLE V

INCORPORATOR

     The name of the incorporator of the Corporation is Matthew R. Burnstein, Esq., and his address is 511 Union Street, Suite 2100, Nashville, County of Davidson, Tennessee 37219.

ARTICLE VI

BOARD OF DIRECTORS

     (a) The initial members of the Board of Directors of the Corporation, who shall serve until the first annual meeting of the shareholders of the Corporation and until their successors are elected and qualified, are as follows:

	Both at:
Joey A. Jacobs	113 Seaboard Lane
Steven T. Davidson	Suite C-100
	Franklin, TN 37067

     (b) The Board of Directors of the Corporation shall consist of not less than two (2) nor more than fifteen (15) directors, the exact number to be fixed and determined from time to time by resolution of a majority of the Board of Directors. Any vacancy arising from the early retirement of a director may be filled by the vote of the remaining directors or the shareholders and the term of any such director shall be for the balance of the term of the retiring director.

ARTICLE VII

LIMITATION ON PERSONAL LIABILITY OF DIRECTORS

     A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except for liability: (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) under Section 174 of the General Corporation Law of Delaware (or the corresponding provision of any successor act or law); and (d) for any transaction from which the director derived an improper personal benefit. If the law of the State of Delaware is hereafter amended to authorize corporate action further limiting or eliminating the personal liability of directors or officers or expanding such liability, then the liability of directors or officers to the Corporation or its shareholders shall be limited or eliminated to the fullest extent permitted by law of the State of Delaware as so amended from time to time. Any repeal or modification of the provisions of this Article VII, either directly or by the adoption of an inconsistent provision of these Articles, shall be prospective only and shall not adversely affect any right or protection set forth herein existing in

2

favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the General Corporation Law of the State of Delaware limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VII which occur subsequent to the effective date of such amendment.

ARTICLE VIII

INDEMNIFICATION

     (a) The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the fullest extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan (an “indemnitee”). The Corporation may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability which may be asserted against such person. To the fullest extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the fullest extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office.

     (b) Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to secure a judgment in its favor against such indemnitee with respect to any claim, issue or matter as to which the indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     (c) The rights to indemnification and advancement of expenses set forth in this Article VIII are intended to be greater than those which are otherwise provided for in the General Corporation Law of the State of Delaware, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to this Article VIII are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the General Corporation Law of the State of Delaware, as amended from time to time. The rights to indemnification and advancement of expenses set forth in

3

this Article VIII above are nonexclusive of other similar rights which may be granted by law, these Articles, the Bylaws, a resolution of the Board of Directors or shareholders or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

     (d) Any repeal or modification of the provisions of this Article VIII, either directly or by the adoption of an inconsistent provision of these Articles, shall be prospective only and shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the General Corporation Law of the State of Delaware limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VIII which occur subsequent to the effective date of such amendment.

ARTICLE IX

AMENDMENTS

     The Board of Directors reserves the right from time to time to amend, alter, change or repeal any provision contained in these Articles in the manner now or hereinafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

ARTICLE X

PREEMPTIVE RIGHTS

     The holders of stock of the Corporation shall have no preemptive or preferential right to subscribe for or purchase any stock or securities of the Corporation.

ARTICLE XI

PERPETUAL EXISTENCE

     The period of existence of the Corporation shall be perpetual.

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     IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 10^th day of November, 2003 and acknowledge the same to be my act.

/s/ Matthew R. Burnstein

Matthew R. Burnstein, Esq.

Incorporator

5

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
PSYCHIATRIC SOLUTIONS OF ARIZONA, INC.

     Psychiatric Solutions of Arizona, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the corporation is Psychiatric Solutions of Arizona, Inc.

     2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following:

“FIRST: The name of the corporation is Calvary Center, Inc. (the “Corporation”).”

     3. This amendment to the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     4. This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.

Dated this 15^th day of March, 2006.

Psychiatric Solutions of Arizona, Inc.

/s/ Christopher L. Howard

Christopher L. Howard

Vice President

EX-3.41

EXHIBIT 3.41

CERTIFICATE OF INCORPORATION
OF
PSI CEDAR SPRINGS HOSPITAL, INC.

     The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that:

     FIRST: The name of this corporation is PSI Cedar Springs Hospital, Inc.

     SECOND: Its Registered Office in the State of Delaware is to be located at Suite 1B, 9 E. Loockerman Street, in the City of Dover, County of Kent, 19901. The Registered Agent in charge thereof is National Registered Agents, Inc.

     THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation maybe organized under the General Corporation law of Delaware.

     FOURTH: The amount of the total authorized capital stock of the corporation is one thousand (1,000), all of which are of a par value of $0.01 each and classified as Common stock.

     FIFTH: No holder of any of the shares of the corporation shall, as such holder, have any right to purchase or subscribe for any shares of any class which the corporation may issue or sell, whether or not such shares are exchangeable for any shares of the corporation of any other class or classes, and whether such shares are issued out of the number of shares authorized by the Certificate of Incorporation of the corporation as originally filed, or by any amendment thereof, or out of shares of the corporation acquired by it after the issue thereof; nor shall any holder of any of the shares of the corporation, as such holder, have any right to purchase or subscribe for any obligations which the corporation may issue or sell that shall be convertible into, or exchangeable for, any shares of the corporation of any class or classes, or to which shall be attached or shall appertain to any warrant or warrants or other instrument or instruments that shall confer upon the holder thereof the right to subscribe for, or purchase from the corporation any shares of any class or classes.

     SIXTH: The name and mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Lee C. Dilworth, Esq.	c/o Harwell Howard Hyne
	Gabbert & Manner, P.C.
	315 Deaderick Street, Suite 1800
	Nashville, Tennessee 37238-1800

     SEVENTH: The duration of the corporation shall be perpetual.

     EIGHTH: When a compromise or arrangement is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a

creditor or shareholder thereof, or on application of a receiver appointed for the corporation pursuant to the provisions of Section 291 of Title 8 of the Delaware Code or on application of trustees in dissolution or of any receiver or receivers appointed for the corporation pursuant to provisions of Section 279 of Title 8 of the Delaware Code may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

     NINTH: The personal liability of all of the directors of the corporation is hereby eliminated to the fullest extent allowed as provided by the Delaware General Corporation Law, as the same may be supplemented and amended.

     TENTH: The corporation shall, to the fullest extent legally permissible under the provisions of the Delaware General Corporation Law, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, or other matters referred to in or covered by said provisions both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

     Dated this 18^th day of February, 2003.

/s/ Lee C. Dilworth

Lee C. Dilworth, Incorporator

2

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
PSI CEDAR SPRINGS HOSPITAL, INC.

     PSI Cedar Springs Hospital, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the corporation is PSI Cedar Springs Hospital, Inc.

     2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following;

“FIRST: The name of the corporation is Cedar Springs Hospital, Inc. (the “Corporation”).”

     3. This amendment to the Certificate of Incorporation herein certified has be»n duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     4. This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.

     Dated this 15^th day of March, 2006.

PSI Cedar Springs Hospital, Inc.

/s/ Christopher L. Howard

Christopher L. Howard

Vice President

EX-3.42

EXHIBIT 3.42

CERTIFICATE OP INCORPORATION

OF

RAMSAY TEXAS, INC.

          The UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

     FIRST: The name of the corporation is Ramsay Texas, Inc. (the “Corporation”).

     SECOND: The address of the corporation’s registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19901, which address is located in the County of Kent, and the name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.

     THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, $.01 par value per share.

     FIFTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the By-Laws.

     SIXTH: To the fullest extent permitted by Section 145 of the Delaware General Corporation Law, or any comparable successor law, as the same may be amended and supplemented from tine to time, the Corporation (i) may indemnify all persons whom it shall have power to indemnify thereunder from and against any and all of the expenses, liabilities or other matters referred to in or covered thereby, (ii) shall indemnify each such person if he is or is threatened to be made a party to an action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or because he was serving the Corporation or any other legal entity in any capacity at the request of the Corporation while a director, officer, employee or agent of the Corporation and (iii) shall pay the expenses of such a current or former director, officer, employee or agent incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those entitled to indemnification or advancement of expenses may be entitled under any by-law, agreement, contract or vote of stockholders or disinterested directors or pursuant to the direction (however embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to

be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     SEVENTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

     NINTH: Except as otherwise required by the laws of the State of Delaware, the stockholders and directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     ELEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends or unlawful stock purchases under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law of Delaware is amended to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the

fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article by the stockholders of the Corporation shall be by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of stock of the Corporation and entitled to vote in the election of directors, considered for the purposes of this Article ELEVENTH as one class, shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     TWELFTH: The name and address of the incorporator is Sean H. Jones, 237 Park Avenue, New York, New York 10017.

     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 16^th day of October, 1992.

/s/ Sean M. Jones

Sean M. Jones

Incorporator

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

RAMSAY TEXAS, INC.

After Receipt of Payment for Stock
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

     The undersigned, Vice President of Ramsay Texas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST of the Certificate of Incorporation in its present form and substituting therefor a new Article FIRST in the following form:

“FIRST: The name of the corporation is Transitional Care Ventures (Texas), Inc. (the “Corporation”).”;

     SECOND: The amendment to the Certificate of Incorporation of the Corporation sat forth in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware, (a) the Board of Directors of the Corporation having duly adopted resolutions setting forth such amendment and declaring its advisability and submitting it to the stockholders of the Corporation for their approval in conformity with the By-laws of the Corporation, and (b) the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, having duly adopted resolutions setting forth such amendment by a written consent of the stockholders in conformity with the By-laws of the Corporation, there being only one class of stock of the Corporation outstanding.

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Certificate of Amendment to its Certificate of Incorporation to be signed by Bruce R. Soden, its Vice President, and attested by Wallace E. Smith, its Assistant Secretary, as of this 13^th day of May, 1993.

RAMSAY TEXAS, INC.
By:	/s/ Bruce R. Soden
	Bruce R. Soden
	Vice President

(Corporate Seal)

Attest:

/s/ Wallace E. Smith
	Wallace E. Smith
	Assistant Secretary

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
TRANSITIONAL CARE VENTURES (TEXAS), INC.

     Transitional Care Ventures (Texas), Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the corporation is Transitional Care Ventures (Texas), Inc.

     2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following:

“FIRST: The name of the corporation is Compass Hospital, Inc. (the “Corporation”).”

     3. This amendment to the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     4. This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.

Dated this 15^th day of March, 2006.

Transitional Care Ventures (Texas) Inc.

/s/ Christopher L. Howard

Christopher L. Howard

Vice President

EX-3.43

EXHIBIT 3.43

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE PINES AT TUCSON, INC.

I

     The name of the corporation is The Pines at Tucson, Inc.

II

     The Corporation shall have the authority to issue 5,000 shares of common stock.

III

     The corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The corporation may not indemnify (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director furnishes the corporation a written statement of his good faith belief that he has

met the standard of conduct described herein, (2) the director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Third shall not adversely affect the right or protection of a director or officer of the corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

2

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
THE PINES AT TUCSON, INC.

     FIRST The name of the corporation is The Pines at Tucson. Inc.

     SECOND The name of the corporation is hereby changed to:

Crawford First Education. Inc.

     THIRD The foregoing amendment was adopted on May 1, 1997 by the written consent of the sole shareholder of the corporation.

THE PINES AT TUCSON. INC.
By	/s/ Ronald I. Dozoretz
	Ronald I. Dozoretz, President
Date	05/01/97

EX-3.44

EXHIBIT 3.44

ARTICLES OF INCORPORATION
OF
EMPLOYEE ASSISTANCE SERVICES, INC.

     The undersigned incorporator does hereby form a private corporation under the Revised Kentucky Business Corporation Act, KRS Chapter 271B, and does adopt the following Articles of Incorporation for such corporation:

I.

     The name of the corporation shall be EMPLOYEE ASSISTANCE SERVICES, INC.

II.

     The aggregate number of shares of which the corporation shall have authority to issue is two thousand (2,000) shares of common stock, without par value, each share being entitled to one (1) vote.

III.

     The street address of the corporation’s initial registered office shall be 5608 Graham Lane, Owensboro, Kentucky, and the name of its initial registered agent at such address is Cynthia Tabb Russell.

IV.

     The mailing address of the corporation’s principal office is 5608 Graham Lane, Owensboro, Kentucky.

V.

     The name and mailing address of the incorporator is:

NAME	ADDRESS
Cynthia Tabb Russell	5608 Graham Lane
	Owensboro, KY. 42301

VI.

     The business and affairs of the corporation shall be managed by its Board of Directors.

VII.

     No member of the Board of Directors of the corporation

[line(s) of text illegible from certified copy of Articles of Incorporation]

for monetary damages for breach of his or her duties as a director, provided that this provision shall not eliminate or limit the liability of a director:

     (1) For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the corporation or its shareholders;

     (2) For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law;

     (3) Under KRS 271B.8-330;

     (4) For any transaction from which the director derived an improper personal benefit.

     It is the intent of these Articles of Incorporation to limit the personal liability of all directors of the corporation for monetary damages to the fullest extent permitted by KRS Chapter 271B and all other applicable law.

     IN TESTIMONY WHEREOF, the incorporates does hereby subscribe his name and acknowledge this to be his act and deed on this the 8^th day of February, 1991.

/s/ Cynthia Tabb Russell

Cynthia Tabb Russell

2

STATE OF KENTUCKY	)
	)
COUNTY OF DAVIESS	)

     The forgoing instrument was acknowledged and verified before me by Cynthia Tabb Russell on this the 8^th day of February, 1991.

/s/ Bonnie Krahwinkel

Notary Public

My Commission Expires: 7-30-92

PREPARED BY:

Mark R. Hutchinson
MEYER, HUTCHINSON, MCKINLEY & HAYNES
100 East First Street
Owensboro, Kentucky 42301

3

EX-3.45

EXHIBIT 3.45

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

FHCHS OF PUERTO RICO, INC.

FIRST: The name of the Corporation is FHCHS of Puerto Rico, Inc.

SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

THIRD: The Corporation is organized to engage in any lawful business not required by the Virginia Stock Corporation Act to be stated in the Articles of Incorporation, including, without limitation, the following:

     (1) To establish, maintain and operate a health, service organization in the Commonwealth of Puerto Rico, which will provide through the use of Providers (as hereinafter defined) a health care plan and health care services to subscribers; and

     (2) To provide through Providers a prepaid multidisciplinary group health services practice in the Commonwealth of Puerto Rico and to organize and coordinate an institutionalized health care delivery system in the Commonwealth of Puerto Rico, which will:

          (a) increase the availability and accessibility of health care services to its members;

          (b) improve the quality of health services to its members;

          (c) develop and coordinate programs of the medical health care and planned health maintenance;

          (d) contain the cost of health care services; and

          (e) carry on any other business permitted by the applicable laws of the Commonwealth of Virginia, the Commonwealth of Puerto Rico and any other jurisdiction in which the Corporation shall be authorized to do business.

     For purposes of this Article Third, the term “Provider” shall mean any physician, hospital or any other person authorized in the Commonwealth of Puerto Rico to provide health services.

FOURTH: To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he

2

conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would nor preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the

3

maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of common stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

     IN WITNESS WHEREOF, FHCHS of Puerto Rico, Inc. has caused this instrument to be signed in its name and behalf, this 16^th day of August, 2005.

FHCHS OF PUERTO RICO, INC.
By:	/s/ Edward C. Irby, Jr.
	Edward C. Irby, Jr., President

4

EX-3.46

EXHIBIT 3.46

ARTICLES OF INCORPORATION
OF
FIRST CORRECTIONS CORPORATION OF PUERTO RICO

     FIRST: The name of the Corporation is FIRST CORRECTIONS CORPORATION OF PUERTO RICO.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 909 East Main Street, Suite 1200, Richmond, Virginia 23219-3095 in the City of Richmond, and the initial registered agent at that address is Jonathan M. Joseph, an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia Stock Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not

permitted, the limitation of liability shall be (1) $1.00 or. the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination

2

is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally, shall not require approval by the shareholders of the Corporation.

     Given under my hand this 18^th day of June, 1997.

/s/ Jonathan M. Joseph  

Jonathan M. Joseph, Incorporator 

3

ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
FIRST CORRECTIONS CORPORATION OF PUERTO RICO

     FIRST: The name of the corporation is First Corrections Corporation of Puerto Rico (the “Corporation”).

     SECOND: The Articles of Incorporation of the Corporation are hereby amended to change the name of the Corporation to:

          First Corrections-Puerto-Rico, Inc.

     THIRD: The foregoing amendment was adopted by the unanimous written consent of the Corporation’s board of directors effective as of February 16, 1998.

     FOURTH: The foregoing amendment was adopted by the unanimous written consent of the holders of all of the issued and outstanding stock of the Corporation effective as of February 16, 1998.

     FIFTH: These Articles of Amendment shall be effective when accepted for filing by the State Corporation Commission of Virginia.

Dated: February 16, 1998

FIRST CORRECTIONS CORPORATION OF PUERTO RICO
By:	/s/ Edward C. Irby, Jr.
	Edward C. Irby, Jr., President

EX-3.47

EXHIBIT 3.47

ARTICLES OF INCORPORATION
OF
FIRST HOSPITAL CORPORATION OF NASHVILLE

     FIRST: The name of the Corporation is First Hospital Corporation of Nashville.

     SECOND: The Corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the Corporation shall be entitled to the preemptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares. Provided that a quorum is present, action by the holders of common stock on any matter including, without limitation, approval of amendments or restatements to these articles, plans of merger or a share exchange, the sale, lease or exchange or other disposition of all or substantially all of the property of the Corporation other than in the usual or regular course of business, a proposal to dissolve the Corporation, or similar extraordinary matters, shall be approved if the votes cast favoring such action exceed the votes cast opposing such action.

     THIRD: The post office address of the initial registered office and the business office of the original registered agent is 909 East Main Street, Suite 1200, in the City of Richmond, Virginia 23219, and the initial registered agent at that address is Philip H. Goodpasture, an individual who resides in the Commonwealth of Virginia and is member of the Virginia State Bar.

     FOURTH: To the full extent that the Virginia State Corporation Act, as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of directors and officers, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages. If elimination of the liability is not

permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

     The Corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the Corporation against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the Corporation, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The Corporation may not indemnify (1) in connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The Corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the Corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the Corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination

2

is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this Article Fourth shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the director or officer has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

     FIFTH: Except as otherwise expressly provided herein, the creation or the issuance to Directors, officers or employees of the Corporation or any subsidiary of the Corporation of rights, options or warrants for the purchase of Common Stock of the Corporation, where such rights, options or warrants are not issued or to be issued to shareholders of the Corporation generally shall not require approval by the shareholders of the Corporation.

     Given under my hand this 11^th day of August, 1994.

/s/ Philip H. Goodpasture  

Incorporator 

3

EX-3.48

EXHIBIT 3.48

ARTICLES OF INCORPORATION
OF
FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH

     The undersigned Incorporator hereby forms a stock corporation under the provisions of Title 13.1 of the Code of Virginia and, to that end, sets forth the following:

     A. The name of the corporation is First Hospital Corporation of Virginia Beach.

     B. The purpose for which the corporation is formed is to transact any or all lawful business, not required to be specifically stated in these Articles, for which corporations may be incorporated under the laws of the Commonwealth of Virginia. The corporation shall have all corporate powers, of every nature and description, provided by Virginia law.

     C. The aggregate number of shares which the corporation shall have authority to issue, and the par value per share are as follows:

Class	Number of Shares		Par Value Per Share
Common		1,000	$	1.00

     D. No Shareholder of the corporation shall have preemptive rights to acquire unissued shares of the corporation’s stock or other securities.

     E. The initial registered office of the corporation is 870 World Trade Center, Norfolk, Virginia 23510, which is located within the City of Norfolk, Virginia. The name of the initial registered agent is Burle U. Stromberg, who is a resident of Virginia and a member of the Virginia State Bar, and whose business address is the same as the registered office of the corporation.

     F. The number of directors constituting the initial Board of Directors is one (1), and the name and address of the person who is to serve as the initial director is:

Name	Address
Ronald I. Dozoretz	870 World Trade Center
	Norfolk, Virginia 23510

     Dated in Norfolk, Virginia by the undersigned Incorporator this 6^th day of February, 1987.

/s/ Burle U. Stromberg  

Burle U. Stromberg, Esquire 

2

EX-3.49

EXHIBIT 3.49

ARTICLES OF INCORPORATION

OF

OF NEWCO 1, INC.

     FIRST: The name of the corporation is Newco 1, Inc.

     SECOND: The corporation is authorized to issue up to 5,000 shares of common stock. No holder of shares of common stock or any other securities of the corporation shall be entitled to the pre-emptive right to subscribe for or acquire additional shares of common stock, or any security convertible into or carrying a right to subscribe for or acquire shares.

     THIRD: The post office address of the initial registered office and the business office of the initial registered agent is 1200 Mutual Building, 909 East Main Street, Richmond, Virginia 23219, in the City of Richmond, and the initial registered agent at that address is Michael W. Smith, an individual who resides in the Commonwealth of Virginia and is a member of the Virginia State Bar.

     FOURTH: The number of directors shall be specified in or fixed in accordance with the bylaws of the corporation. In the absence of an applicable bylaw, the number shall be one. The initial director shall be Ronald I. Dozoretz, M.D., 240 Corporate Boulevard, Norfolk, Virginia 23502.

     FIFTH: The corporation shall indemnify an individual made a party to a proceeding because he is or was a director or officer of the corporation against liability incurred in the proceeding unless the liability arises from his willful misconduct or a knowing violation of criminal law. The determination whether a director or officer has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The corporation may not indemnify (1) in connection with a proceeding by or in the right of the

corporation in which the director or officer was adjudged liable to the corporation, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

     The corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if (1) the director or officer furnishes the corporation a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the director or officer furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

     All terms defined in Article 10 of the Virginia Stock Corporation Act, as enacted and in effect on the date of these articles of incorporation, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person.

     Given under my hand this 22nd day of May, 1992.

/s/ John R. Alford, Jr.  

John R. Alford, Jr. 

Incorporator 

2

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION

OF

NEWCO 1, INC.

     1. The name of the corporation is Newco 1, Inc.

     2. Article FIRST of the articles of incorporation of the corporation is amended to read as follows:

          FIRST: The name of the corporation is First Hospital Panamericano, Inc.

     3. The foregoing amendment was adopted effective as of October 14, 1992 by unanimous consent of the holders of all the issued and outstanding stock of the corporation.

     Dated: February 2, 1993.

NEWCO 1, INC.
By:	/s/ Ronald I. Dozoretz
	Ronald I. Dozoretz
	President

EX-3.55

EXHIBIT 3.55

ARTICLES OF INCORPORATION

OF

HHC AUGUSTA, INC.

     Pursuant to the provisions of the Georgia Business Corporation Act, the undersigned incorporator submits the following articles of incorporation.

     FIRST: The name of the corporation is: HHC Augusta, Inc.

     SECOND: The number of shares the corporation is authorized to issue is: 1,000 shares of Common Stock, $1.00 par value per share.

     THIRD: The street address of the initial registered office of the corporation is c/o C T Corporation System, 1201 Peachtree Street, NE, Atlanta, Georgia 30361, and the initial registered agent at that office is C T Corporation System. The county of the registered office is Fulton County.

FOURTH:	The names and addresses of the initial Directors of the corporation are:
		David K. White
		1500 Waters Ridge Drive
		Lewisville, Texas 75057
		John E. Pitts
		1500 Waters Ridge Drive
		Lewisville, Texas 75057
		David K. Meyercord
		1500 Waters Ridge Drive
		Lewisville, Texas 75057
FIFTH:	The name and address of the incorporator is:
		Thomas W. Burton
		901 Main Street, Suite 4400
		Dallas, Texas 75202
SIXTH:	The mailing address of the initial principal office of the corporation is:
		1500 Waters Ridge Drive
		Lewisville, Texas 75057

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 21^st day of November, 2005.

/s/ Thomas W. Burton  

Thomas W. Burton, Incorporator 

EX-3.56

EXHIBIT 3.56

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF INCORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

1.	The name of the proposed corporation is HHC BERKELEY, INC.
2.	The initial registered office of the corporation is            c/o C T Corporation System, 75 Beattie Place

Street Address

Greenville	Greenville	South Carolina	29601
City	County	State	Zip Code

        and the initial registered agent at such address is            C T Corporation System

Print Name

I hereby consent to the appointment as registered agent of the corporation:

C T Corporation System

By	/s/ Michael E. Jones	Michael E Jones
	Agent’s Signature	Assistant Secretary

3. The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable:

     a.     þ The corporation is authorized to issue a single class of shares, the total number of shares authorized is 1,000.

     b.      o The corporation is authorized to issue more that one class of shares:

Class of Shares Authorized No. of Each Class

The relative right, preference, and limitations of the shares of each class, and of each series within a class, are as follows:

4. The existence of the corporation shall begin as of the filing date with the Secretary of State unless a delayed date is indicated (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)                                                                          

Name of Corporation                     

5. The optional provisions, which the corporation elects to include in the articles of incorporation, are as follows (See the applicable provisions of Sections 33-2-102, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended).

6. The name, address, and signature of each incorporator is as follows (only one incorporator is required):

a.	THOMAS W BURTON
	Name
	901 MAIN STREET, SUITE 4400, DALLAS, TX 75202
	Address
	/s/ Thomas W. Burton
	Signature
b.
	Name
	Address
	Signature
c.
	Name
	Address
	Signature

7. I, CHARLES E. McDONALD, JR., an attorney licensed to practice in the state of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation.

Date 11-23-05	/s/ Charles E. McDonald, JR.
	Signature
	CHARLES E. McDONALD, JR.
	Type or Print Name
	BOX 2048
	Address
	GREENVILLE, SC 29602
	864-240-3305
	Telephone Number

EX-3.57

EXHIBIT 3.57

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF INCORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

1.	The name of the proposed corporation is HHC CONWAY INVESTMENT, INC.
2.	The initial registered office of the corporation is            c/o CT Corporation System, 75 Beattie Place

Street Address

Greenville	Greenville	South Carolina	29601
City	County	State	Zip Code

     and the initial registered agent at such address is           CT Corporation System

Print Name

I hereby consent to the appointment as registered agent of the corporation: CT Corporation System

CT Corporation System
By /s/ Michael E. Jones	Michael E. Jones Assistant Secretary
Agent’s Signature

3. The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable:

     a.      þ The corporation is authorized to issue a single class of shares, the total number of shares authorized is 1,000.

     b.      o The corporation is authorized to issue more that one class of shares:

Class of Shares Authorized No. of Each Class

The relative right, preference, and limitations of the shares of each class, and of each series within a class, are as follows:

4. The existence of the corporation shall begin as of the filing date with the Secretary of State unless a delayed date is indicated (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)                                                                            

Name of Corporation             

5. The optional provisions, which the corporation elects to include in the articles of incorporation, are as follows (See the applicable provisions of Sections 33-2-102, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended).

6. The name, address, and signature of each incorporator is as follows (only one incorporator is required):

a.	THOMAS W. BURTON
	Name
	901 MAIN STREET, SUITE 4400, DALLAS, TX 75202
	Address
	/s/ Thomas W. Burton
	Signature
b.
	Name
	Address
	Signature
c.
	Name
	Address
	Signature

7. I, CHARLES E. McDONALD, Jr., an attorney licensed to practice in the state of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation.

Date 11-23-05	/s/ Charles E. McDonald, Jr.
	Signature
	CHARLES E. McDONALD, JR.
	Type or Print Name
	BOX 2048
	Address
	GREENVILLE, SC 29602
		864-240-3305
	Telephone Number

EX-3.58

EXHIBIT 3.58

ARTICLES OF INCORPORATION
In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit)

ARTICLE I NAME
The name of the corporation shall be:

HHC COOPER CITY, INC.

ARTICLE II PRINCIPAL OFFICE
The principal place of business/mailing address is:

1500 WATERS RIDGE DRIVE
LEWISVILLE, TEXAS 75057

ARTICLE III PURPOSE
The purpose for which the corporation is organized is:

ANY LAWFUL ACTIVITY FOR WHICH BUSINESSES MAY BE INCORPORATED UNDER THE LAWS OF THE STATE OF
FLORIDA

ARTICLE IV SHARES
The number of shares of stock is:

1,000 SHARES OF COMMON STOCK AT $1.00 PAR VALUE PER SHARE

ARTICLE V INITIAL OFFICERS AND/OR DIRECTORS
List name(s), address(es) and specific title(s):

SEE ATTACHED

ARTICLE VI REGISTERED AGENT
The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is:

C T Corporation System, 1200 South Pine Island Road. Plantation. Florida 3334

ARTICLE VII INCORPORATOR
The name and address of the Incorporator is:

THOMAS W. BURTON

901 MAIN STREET, SUITE 4400, DALLAS, TX 75202

Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity

/s/ Michael E. Jones	1 1-22-05
Signature/Registered Agent	Date
/s/ Thomas W. Burton	November 21, 2005
Signature/Incorporator	Date

HHC COOPER CITY, INC.

ARTICLES OF INCORPORATION

ARTICLE V. INITIAL OFFICERS AND DIRECTORS

DIRECTORS

David K. White	All located at:	1500 Waters Ridge Drive
John E. Pitts		Lewisville, TX 75057
David K. Meyercord

OFFICERS

Name	Title
David K. White	President
John E. Pitts	Executive Vice President, Finance, Treasurer and Assistant Secretary
David K. Meyercord	Executive Vice President and Secretary
Anthony J. Vadella	Sr. Vice President, Operations
N. MatthewsLisagor	Vice President, Finance
Roger Rohall	Vice President, Finance
Brian Monahan	Vice president, Corporate Tax

All officers located at:	1500 Waters Ridge Drive
	Lewisville, TX 75057

EX-3.59

EXHIBIT 3.59

CERTIFICATE OF INCORPORATION

OF

HHC DELAWARE, INC.

     I, the undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the General Corporation Law of the State of Delaware, do hereby adopt the following Certificate of Incorporation for such corporation.

I

     The name of the corporation is HHC Delaware, Inc. (the “Corporation”).

II

     The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801, and the name of its registered agent at such address is The Corporation Trust Company.

III

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

IV

     The Corporation is authorized to issue one class of capital stock to be designated “Common Stock”. The number of shares of Common Stock which the Corporation shall have authority to issue is 1,000 shares, $1.00 par value per share. Each share of Common Stock of the Corporation shall have identical rights and privileges in every respect.

V

     The names and mailing addresses of the three (3) persons who are to serve as the directors of the Corporation until the first annual meeting of the stockholders, or until their respective successors are elected and qualified, are:

NAME	ADDRESS
David K. White	1500 Waters Ridge Drive
	Lewisville, Texas 75057

1

NAME	ADDRESS
John E. Pitts	1500 Waters Ridge Drive
	Lewisville, Texas 75057
David K. Meyercord	1500 Waters Ridge Drive
	Lewisville, Texas 75057

VI

     The period of duration of the Corporation is perpetual.

VII

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation except as otherwise provided in the Bylaws.

VIII

     Elections of directors need not be by written ballot.

IX

     To the fullest extent permitted by Delaware law, no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for an act or omission in such director’s capacity as a director of the Corporation or such officer’s capacity as an officer of the Corporation. Specifically, a director or an officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except that this provision shall not eliminate or limit liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director or officer derived an improper personal benefit. The foregoing elimination of liability to the Corporation or its stockholders for monetary damages is not exclusive of any other rights or limitations of liability or indemnity to which a director or officer may be entitled under any other provision of the Certificate of Incorporation or Bylaws of the Corporation, contract or agreement, vote of stockholders and/or disinterested directors and officers, or otherwise.

X

     Meetings of the stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws may provide. Unless otherwise required by applicable law, the books and records of the Corporation may be kept either within or outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

2

XI

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to such reservation.

XII

     The name and address of the incorporator is:

NAME	ADDRESS
Thomas W. Burton	901 Main Street, Suite 4400
	Dallas, Texas 75202

     The undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly I have hereunto set my hand this 21^st day of November, 2005.

/s/ Thomas W. Burton  

Thomas W. Burton, Incorporator 

3

EX-3.60

EXHIBIT 3.60

ARTICLES OF INCORPORATION

OF

HHC ATLANTIC SHORES, INC.

     I, the undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Florida Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE I

     The name of the corporation is HHC Atlantic Shores, Inc.

ARTICLE II

     The principal place of business and mailing address of the corporation is:

1500 Waters Ridge Drive
Lewisville, Texas 75057

ARTICLE III

     The purposes for which the corporation is organized are:

Mental health services and the transaction of any or all lawful business or activity for which corporations may be incorporated under the Florida Business Corporation Act.

ARTICLE IV

     The aggregate number of shares which the corporation shall have authority to issue is 1,000 with a par value of $1.00 per share. Each share of stock shall have identical rights and privileges in every respect.

ARTICLE V

     The number of directors constituting the initial board of directors is three (3), and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders, or until their successors are elected and qualified are:

NAME	ADDRESS
David K. White	1500 Waters Ridge Drive
	Lewisville, Texas 75057

1

NAME	ADDRESS
John E. Pitts	1500 Waters Ridge Drive
	Lewisville, Texas 75057
David K. Meyercord	1500 Waters Ridge Drive
	Lewisville, Texas 75057

ARTICLE VI

     The name and Florida street address of the initial registered agent is: CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

ARTICLE VII

     The name and address of the incorporator is:

NAME	ADDRESS
Thomas W. Burton, Esq.	Strasburger & Price, LLP
	901 Main Street, Suite 4400
	Dallas, Texas 75202

ARTICLE VIII

     Except to the extent such power may be modified or divested by an action of the shareholders representing the majority of the issued and outstanding shares of the capital stock of the corporation taken at any regular or special meeting of shareholders, the power to adopt, alter, amend or repeal the bylaws of the corporation shall be vested in the shareholders.

ARTICLE IX

     With respect to any matter, other than the election of the board of directors, for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Florida Business Corporation Act, and notwithstanding that such Act may require a portion of the shares entitled to vote that exceeds that specified in this Article, the act of the shareholders on the matter shall be the affirmative vote of the holders of a majority of the shares entitled to vote on that matter, rather than the affirmative vote otherwise required by such Act.

ARTICLE X

     To the full extent permitted by Florida law, no director of the corporation shall be liable to the corporation or its shareholders for monetary damages for an act or omission in such director’s capacity as a director of the corporation. The foregoing elimination of liability to the corporation and its shareholders for monetary damages shall not be deemed exclusive of any other right or limitations of liability or indemnity to which a

2

director may be entitled under any other provision of the Articles of Incorporation or Bylaws of the corporation, contract or agreement, vote of shareholders and/or disinterested directors of the corporation, or otherwise.

ARTICLE XI

     Any action required by the Florida Business Corporation Act, as amended, to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of shareholders of the corporation, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. Any such written consent must be dated, signed and delivered in the manner required by, and shall be effective for the period specified by the Florida Business Corporation Act, as amended, and the taking of any such action by written consent shall be subject to satisfaction of all applicable requirements of such Act.

     Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the action.

     IN WITNESS WHEREOF, I have hereunto set my hand this 20^th day of September, 2005.

/s/ Thomas W. Burton  

Thomas W. Burton, Incorporator 

     Having been named as registered agent to accept service of process for the above stated corporation at the place designated in these Articles, the undersigned is familiar with and accepts the appointment as registered agent and agrees to act in this capacity.

CT Corporation System

By: /s/ Michael E. Jones	9/20, 2005
Signature of Registered Agent	Date

3

Articles of Amendment
to
Articles of Incorporation
of

HHC ATLANTIC SHORES, INC.

(Name of corporation as currently filed with the Florida Dept. of State)

(Document number of corporation (if known)

Pursuant tothe provisions of sect ion 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendments) to its Articles of Incorporation:

NEW CORPORATE NAME (if changing):

HHC PROSPECT, INC.

(Must contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.”) (A professional corporation must contain the word “chartered”, “professional association,” or the abbreviation “P. A.”)

AMENDMENTS ADOPTED- (OTHER THAN NAME CHANGE) Indicate Article Number(s) and/or Article Title(s) being amended, added or deleted: (BE SPECIFIC)

(Attach additional pages if necessary)

If an amendment provides for exchange, rcclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself: (if not applicable, indicate N/A)

N/A

(continued)

4

The date of each amendment(s) adoption:    September 28, 2005                    

Effective date if applicable:	N/A
	(no more than 90 days after amendment file date)

Adoption of Amendment(s) (CHECK ONE)

o The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

o The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

     “The number of votes cast for the amendment(s) was/were sufficient for approval by                                                             .”

                                                                                                                                        (voting group)

þ The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

o The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signature	/s/ David K. Meyercord
	(By a director, president or other officer — if directors or officers have not been selected, by an incorporates — if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
	DAVID K. MEYERCORD
	(Typed or printed name of person signing)
	DIRECTOR
	(Title of person signing)

5

Articles of Amendment
to
Articles of Incorporation
of

HHC PROSPECT, INC.

(Name of corporation as currently filed with the Florida Dept. of State)

(Document number of corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

NEW CORPORATE NAME (if changing):

HHC FOCUS FLORIDA, INC.

(Must contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.”) (A professional corporation must contain the word “chartered”, “professional association,” or the abbreviation “P.A.”)

AMENDMENTS ADOPTED- (OTHER THAN NAME CHANGE) Indicate Article Number(s) and/or Article Title(s) being amended, added or deleted: (BE SPECIFIC)

(Attach additional pages if necessary)

If an amendment provides for exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself: (if not applicable, indicate N/A)

N/A

(continued)

6

The date of each amendment(s) adoption:    NOVEMBER 17, 2005                    

Effective date if applicable:	N/A
	(no more than 90 days after amendment file date)

Adoption of Amendment(s) (CHECK ONE)

þ The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

o The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

     “The number of votes cast for the amendment(s) was/were sufficient for approval by                                                              .”

                                                                                                                                        (voting group)

o The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

o The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signature	/s/ David K. Meyercord
	(By a director, president or other officer — if directors or officers have not been selected, by an incorporator — if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
	DAVID K. MEYERCORD
	(Typed or printed name of person signing)
	EXECUTIVE VICE PRESIDENT
	(Title of person signing)

7

EX-3.61

Exhibit 3.61

EX-3.62

EXHIBIT 3.62

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

1. The name of the proposed corporation is HHC OCONEE, INC.

2. The initial registered office of the corporation is c/o CT Corporation systems, 75 Beattie Place

		Street Address
Greenville	Greenville	South Carolina		29601
City	County	State	Zip Code

and the initial registered agent at such address is	CT Corporation system
	Print Name
I hereby consent to the appointment as registered agent of the corporation:

CT Corporation System

By /s/ Michael E. Jones	Michael E. Jones
Agent’s Signature	Assistant Secretary

3.	The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable:
	a.	þ	The corporation is authorized to issue a single class of shares, the total number of shares authorized is 1,000.
	b.	o	The corporation is authorized to issue more that one class of shares:
			Class of Shares	Authorized No. of Each Class
	The relative right, preference, and limitations of the shares of each class, and of each series within a class, are as follows:
4.	The existence of the corporation shall begin as of the filing date with the Secretary of State unless a delayed date is indicated (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)

HHC OCONEE, INC.

Name of Corporation

5.	The optional provisions, which the corporation elects to include in the articles of incorporation, are as follows (See the applicable provisions of Sections 33-2-102, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended).
6.	The name, address, and signature of each incorporator is as follows (only one incorporator is required):
	a.	THOMAS W. BURTON Name
		901 MAIN STREET, SUITE 4400, DALLAS, TX 75202 Address
		/s/ Thomas W. Burton Signature
	b.	Name
		Address
		Signature
	c.	Name
		Address
		Signature
7.	I, Charles E. McDonald, Jr., an attorney licensed to practice in the state of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation.

Date 11-23-05	/s/ Charles E. McDonald, Jr.
	Signature
	CHARLES E. McDONALD, JR.
	Type or Print Name
	BOX 2048
	Address
	GREENVILLE, SC 29602
	864.240.3305
	Telephone Number

EX-3.63

Exhibit 3.63

Prescribed by: Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) Expedite this Form: (select one)
Mail Form to one of the Following: Yes PO Box 1390 Columbus, OH 43216 ***Requires an additional fee of $100 *** No PO Box 670
Columbus, OH 43216 www.sos.state.oh.us
e-mail: busserv@sos.state.oh.us INITIAL ARTICLES OF INCORPORATION (For Domestic Profit or Nonprofit) Filing Fee $125.00

THE UNDERSIGNED HEREBY STATES THE FOLLOWING: (CHECK ONLY ONE (1) BOX) (1) Articles of (2)Articles of Incorporation            Incorporation (3) Articles of Incorporation Professional Profit            Nonprofit (170-ARP) (113-ARF) ORC 1701 (114-ARN) ORC 1702 Profession ORC 17851556021 Complete the general information in this section for the box checked above. FIRST:Name of Corporation SECOND: LocationWILLOUGHBY LAKE (City) (County) Date specified can be no more than 90 days after date of filing. If a date is specified, the date must be a date on or after the date of filing. Effective Date (Optional) (mm/dd/yyyy) Check here if additional provisions are attached Complete the information in this section if box (2) or (3) is checked. Completing this section is optional if box (1) is checked. THIRD: Purpose for which corporation is formed Any lawful acts or activities for which corporations may be incorporated under the laws of the State of Ohio, including, but not limited to, mental health services Complete the information in this section if box (1) or (3) is checked. \ FOURTH: The number of shares which the corporation is authorized to have outstanding (Please state if shares are common or preferred and their par value if any) 1,000Common1.00 (Refer to instructions if needed) (No. of Shares) (Type) (Par Value) 532 Page 1 of 3 Last Revised: May 2002 1557225

Page 1 of 3

Completing the information in this section is optional FIFTH: The following are the names and addresses of the individuals who are to serve as initial Directors. David K. White (Name) 1500 Waters Ridge Drive (Street) Lewisville NOTE: P.O. Box Addresses are NOT acceptable. TX75057 (City) John E. Pitts (State) (Zip Code) (Name) 1500 Waters Ridge Drive (Street) Lewisville NOTE: P.O. Box Addresses are NOT acceptable.
TX75057 (State) (Zip Code) David K. Meyercord (Name) 1500 Waters Ridge Drive (Street) Lewisville NOTE: P.O. Box Addresses are NOT acceptable.
TX75057 (City) (State) (Zip Code) REQUIRED Must be authenticated (signed) by an authorized representative (See Instructions) /s/ David K. Meyercord
Authorized Representative DAVID K. MEYERCORD 10-18-04 Date (print name) Authorized Representative Date (print name) Authorized Representative Date (print name) 532 Page 2 of 3 Last Revised: May 2002

Page 2 of 3

Complete the information in this section if box (1) (2) or (3) is checked. — ORIGINAL APPOINTMENT OF STATUTORY AGENT The undersigned, being at least a majority of the incorporators of            HHC OHIO, INC. — hereby appoint the following to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is C T Corporation System — (Name) 1300 -9th Street — (Street) NOTE: P.O. Box Addresses are NOT acceptable. Cleveland _Ohio 44114 — (City) (Zip Code) — Must be authenticated by an            authorized representative            David K. Meyercord — Authorized Representative            Date —— — /s/ David K. Meyercord 10-18-04 —— — Authorized Representative            Date —— — Authorized Representative ACCEPTANCE OF APPOINTMENT The Undersigned, C T            Date CORPORATION SYSTEM      , named herein as the —— — Statutory agent for, HHC OHIO, INC. —         , hereby acknowledges and accepts the appointment of statutory agent for said entity. C T Corporation System Signature: /s/ Michael E. Jones            Michael E. Jones —— — ; (Statutory Agent) Assistant Secretary —— — Page 3 of 3 Last Revised: May 2002

Page 3 of 3

EX-3.64

EXHIBIT 3.64

SCC619
(02/03)

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF INCORPORATION
OF A VIRGINIA STOCK CORPORATION

The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, state(s) as follows:

1.	The name of the corporation is
	HHC POPLAR SPRINGS, INC.
2.	The number (and classes, if any) of shares the corporation is authorized to issue is (are).

Number of shares authorized	Class(es)
1,000	VOTING COMMON STOCK

3.	A. The name of the corporation’s initial registered agent is
	CT CORPORATION SYSTEM.

B. The initial registered agent is (mark appropriate box):

(1) an individual who is a resident of Virginia and

[ ] an initial director of the corporation.

[ ] a member of the Virginia State Bar.

OR

(2) [x] a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia.

4. A. The corporation’s initial registered office address, which is the business office of the initial registered agent, is:

4701 Cox Road, Suite 301	Glen Allen, VA	23060-6802 .
(number/street)	(city or town)	(zip code)

B.	The registered office is physically located in the o city or þ county of
	HENRICO                    .

5. The initial directors are:

NAME(S)	ADDRESS(ES)
JAMES KEN NEWMAN	1500 WATERS RIDGE DRIVE
	LEWISVILLE, TEXAS 75057

6. INCORPORATOR(S):

	DAVID K. MEYERCORD
/s/ David K. Meyercord	David K. Meyercord
SIGNATURE(S)	PRINTED NAME(S)

     Telephone number (optional):                                         

EX-3.65

Exhibit 3.65

Penney Barker, Manager Corporations Division Tel: (304) 558-8000 Fax: (304) 558-8381 www.wvsos.com FILE One Original 7 4 7 9 7 Control # ___ Secretary of State State Capitol Bldg. 1900 Kanawha Blvd. East Charleston, WV 25305-0770 WEST VIRGINIA ARTICLES OF INCORPORATION The undersigned, acting as incorporator(s) according to the West Virginia Code, adopt the following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual: 1 . The name of the West Virginia corporation shall be: HHC RIVER PARK, INC. [This name is your official name and must be used in its entirety when in use unless a trade name is registered with the Office of Secretary of State, according to Chapter 47-8 of the West Virginia Code. Street: 1500 WATERS RIDGE DRIVE 2 . The address of the principal office of the corporation will be: LEWISVILLE, TX 75057 City/State/Zip: located in the County of: DENTON COUNTY, TX County: The mailing address of the above location, if different, will be: Street/Box: City/State/Zip: 1230 SIXTH AVENUE Street: 3 . The physical address (not a PO box) HUNTINGTON, WV 25701 of the of principal place of business City/State/Zip: in West Virginia, if any of the corporation will be: CABELL COUNTY, WV County: located in the County of: Street/Box: The mailing address of the above location, if different, will be: City/State/Zip: The name and address of the person            CT Corporation System 4 . Name: to whom notice of process may be 707 Virginia Street East sent, if any, is: Street: Charleston, WV 25301 City/State/Zip: 5 . This corporation is organized as: (check one            below) NON-PROFIT, NON-STOCK, ( if you plan on applying for 501 (c)(3) status with the IRS you may want to include certain language that is required by IRS to be included in your articles of incorporation) 8 FOR PROFIT 6 . FOR PROFIT ONLY: 1,000.00 The total value of all authorized capital stock of the corporation will be $___.         . 1,000 The capital stock will be divided into ___shares at the par value of $  pershare. 1.00

FORM CD-1 1556868 Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised

WEST VIRGINIA ARTICLES OF INCORPORATION Page 2

7. The purposes for which this corporation is formed are as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of residential and commercial buildings”, “manufacturing of food products”, “commercial printing”, “retail grocery and sale of beer and wine”. Purposes may conclude with words ”... including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Mental health services, including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.

8. FOR NON PROFITS ONLY: (Check the statement that applies to your entity)

o Corporation will have no members

o Corporation will have members

(NOTE) If corporation has one or more classes of members, the designation of a class or classes is to be set forth in the articles of incorporation and the manner of election or appointment and the qualifications and rights of the members of each class is to be set forth in the articles of incorporation or bylaws. If this applies to your entity then you will have to attach a separate sheet listing the above required information, unless it will fit in the space below

9. The name and address of the incorporator(s) is:

Name	Address	City/State/Zip
THOMAS W. BURTON	901 MAIN STREET, SUITE 4300	DALLAS, TEXAS 75202

10. Contact and Signature Information:

a. Contact person to reach in case there is a problem with filing: Mike Jones Phone # 214-979-1172

b. Print Name of person who is signing articles of incorporation: Thomas W. Burton

c. Email address, if any

Email address

d. Signature of Incorporator: /s/ Thomas W. Burton Date: March 28, 2005

Must be signed before submitting.

EX-3.66

EXHIBIT 3.66

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF INCORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

1. The name of the proposed corporation is HHC SOUTH COROLINA, INC.

2.	The initial registered office of the corporation is	c/o C T Corporation System, 75 Beattie Place
		Street Address

Greenville	Greenville	South Carolina		29601
City	County	State	Zip Code
and the initial registered agent at such address is		C T Corporation System
		Print Name
I hereby consent to the appointment as registered agent of the corporation: C T Corporation System

CT Corporation System
By    /s/ Michael E. Jones	Michael E. Jones
Agent’s Signature	Assistant Secretary

3.	The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable:
	a.	þ	The corporation is authorized to issue a single class of shares, the total number of shares authorized is 1,000.
	b.	o	The corporation is authorized to issue more that one class of shares:
			Class of Shares	Authorized No. of Each Class
	The relative right, preference, and limitations of the shares of each class, and of each series within a class, are as follows:
4.	The existence of the corporation shall begin as of the filing date with the Secretary of State unless a delayed date is indicated (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)

HHC SOUTH CAROLINA, INC.

Name of Corporation

5.	The optional provisions, which the corporation elects to include in the articles of incorporation, are as follows (See the applicable provisions of Sections 33-2-102, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended).
6.	The name, address, and signature of each incorporator is as follows (only one incorporator is required):
	a.	THOMAS W. BURTON Name
		901 MAIN STREET, SUITE 4400, DALLAS, TX 75202 Address
		/s/ Thomas W. Burton Signature
	b.	Name
		Address
		Signature
	c.	Name
		Address
		Signature
7.	I, Charles E. McDonald, Jr., an attorney licensed to practice in the state of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation.

Date NOVEMBER 23, 2005	/s/ Charles E. McDonald, Jr.
	Signature
	Charles E. McDonald, Jr.
	Type or Print Name
	Box 2048
	Address
	Greenville, SC 29602
	864.240.3305
	Telephone Number

EX-3.67

EXHIBIT 3.67

ARTICLES OF INCORPORATION

OF

HHC ST. SIMONS, INC.

     Pursuant to the provisions of the Georgia Business Corporation Act, the undersigned incorporator submits the following articles of incorporation.

FIRST: The name of the corporation is: HHC St. Simons, Inc.

SECOND: The number of shares the corporation is authorized to issue is: 1,000 shares of Common Stock, $1.00 par value per share.

THIRD: The street address of the initial registered office of the corporation is c/o C T Corporation System, 1201 Peachtree Street, NE, Atlanta, Georgia 30361, and the initial registered agent at that office is C T Corporation System. The county of the registered office is Fulton County.

FOURTH: The names and addresses of the initial Directors of the corporation are:

David K. White
1500 Waters Ridge Drive
Lewisville, Texas 75057

John E. Pitts
1500 Waters Ridge Drive
Lewisville, Texas 75057

David K. Meyercord
1500 Waters Ridge Drive
Lewisville, Texas 75057

FIFTH: The name and address of the incorporator is:

Thomas W. Burton
901 Main Street, Suite 4400
Dallas, Texas 75202

SIXTH: The mailing address of the initial principal office of the corporation is:

1500 Waters Ridge Drive
Lewisville, Texas 75057

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 21^st day of November, 2005.

/s/ Thomas W. Burton  

Thomas W. Burton, Incorporator 

EX-3.68

EXHIBIT 3.68

www.sos.state.oh.us

e-mail: busserv@sos.state.oh.us
Prescribed by:

Ohio Secretary of State

Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)

EXHIBIT 3.68

INITIAL ARTICLES OF INCORPORATION (For Domestic Profit or Nonprofit) Filing Fee $125.00

THE UNDERSIGNED HEREBY STATES THE FOLLOWING:

(CHECK ONLY ONE (1) BOX)

(1)[x] Articles of Incorporation (2)[ ] Articles of Incorporation (3)[ ] Articles of Incorporation Professional —— —— —— — Profit            Nonprofit (170-arp) (113-ARF) (114-ARN) Profession ORC 1701 ORC 1702 ORC 1785 —— —— —

Complete the general information in this section for the box checked above.| — FIRST:Name of Corporation HHC TOLEDO, INC. — SECOND: Location            MAUMEE            LUCAS —— — (City) (County) Effective Date (Optional) Date specified can be no more than 90 days after date of filing. If a date is specified, (mm/dd/yyyy) the date must be a date on or after the date of filing.

I Check here if additional provisions are attached

Complete the information in this section if box (2) or (3) is checked. Completing this section is optional if box (1) is checked.

THIRD: Purpose for which corporation is formed ANY LEGAL ACTIVITY FOR WHICH BUSINESSES MAY BE — | INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO —

Complete the information in this section if box (1) or (3) is checked. — FOURTH: The number of shares which the corporation is authorized to have outstanding (Please state if shares are common or preferred and their par value if any) 1,000 ............................... Common 1.00 .................. —— —— —— — (No. of Shares) (Type) (Par Value)

(Refer to instructions if needed)

Page 1 of 3

Completing the information in this section is optional ]

FIFTH: The following are the names and addresses of the individuals who are to serve as initial Directors. DAVID K. WHITE — (Name)

1500 WATERS RIDGE DRIVE — (Street) NOTE: P.O. Box Addresses are NOT acceptable. LEWISVILLE            TX 75057 —— —— —— — (City) (State) (Zip Code) JOHN E. PITTS — (Name) 1500 WATERS RIDGE DRIVE — (Street) NOTE: P.O. Box Addresses are NOT acceptable. LEWISVILLE            TX 75057 —— —— —— — (City) (State) (Zip Code) DAVID K. MEYERCORD — (Name) 1500 WATERS RIDGE DRIVE — (Street) NOTE: P.O. Box Addresses are NOT acceptable. LEWISVILLE            TX 75057 —— —— —— — (City) (State) (Zip Code) REQUIRED Must be authenticated (signed) by an authorized representative /s/Thomas W. Burton November 21,2005 —— — (See Instructions) Authorized Representative            Date THOMAS W. BURTON —— —— —

(print name)

Authorized Representative Date

(print name)

Authorized Representative Date

(print name)

Page 2 of 3

Complete the information in this section if box (1) (2) or (3) is checked.

ORIGINAL APPOINTMENT OF STATUTORY AGENT

The undersigned, being at least a majority of the incorporators of HHC TOLEDU, INC

hereby appoint the following to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is

C T Corporation System (Name) 1300 NINTH STREET — (Street)NOTE: P.O. Box Addresses are NOT acceptable. CLEVELAND ........... _0hio44114 —— — (City) (Zip Code) Must be authenticated by an THOMAS W. BURTON /s/ Thomas W. Burton NOVEMBER 21, 2005 —— — authorized represent            Authorized Representative            Date

Authorized Representative Date

Authorized Representative            Date ACCEPTANCE OF APPOINTMENT The Undersigned,        , named herein as the statutory agent for, HHC Toledo, Inc. —

, hereby acknowledges and accepts the appointment of statutory agent for said entity. C T Corporation System | Signature: /s/ Michael E. Jones .................... Michael E. Jones — (Statutory Agent) Assistant Secretary

Page 3 of 3

EX-3.69

Exhibit 3.69

/s/ Charles E. For Office Use Only C H A R T E R (For-Profit Corporation) Corporate Filings 312 Eighth Avenue North 6^th Floor, William R. Snodgrass Tower Nashville, TN 37243 The undersigned acting as incorporator(s) of a for-profit corporation under the provisions of the Tennessee Business Corporation Act adopts the following Articles of Incorporation. 1. The name of the corporation is: [NOTE: Pursuant to Tennessee Code Annotated § 48–14–101(a)(1), each corporation name must contain the words corporation, incorporated, or company or the abbreviation corp., inc., or co.] 2. The number of shares of stock the corporation is authorized to issue is: C T CORPORATION SYSTEM 3. The name and complete address of the corporation’s initial registered agent and office located in the State of Tennessee is: HHC OHIO, INC. ( Name ) C T Corporation System TN /s/ Michael /s/ Thomas W. Burton ( Street Address) (City) (State/Zip Code) ( County ) 4. List the name and complete address of each incorporator: /s/ Charles E. McDonald, Jr. ( Name ) ( Include: Street Address, City, State and Zip Code ) /s/ David K. Meyercord ( Name ) ( Street Address, City, State and Zip Code ) ( Name ) ( Street Address, City, State and Zip Code ) 5. The complete address of the corporation’s principal office is: 1557225 ( Street Address ) ( City ) ( State/County/Zip Code ) 6. The corporation is for profit. 7. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time are: Michael E. Jones Date , , Time (Not to exceed 90 days.) 8. Other provisions: EXHIBIT 3.66 By /s/ Michael E. Jones Signature Date            Incorporator’s Signature David K. Meyercord Incorporator’s Name (typed or printed) SS-4417 (Rev. 9/04) Michael E Jones            RDA 1678 Assistant Secretary -#1557016-v1-DGW_PSI_2007_High_Yield_Form_S-4_Exhibit_3_69.PDF C T Corporation System

EX-3.70

EXHIBIT 3.70

CERTIFICATE OF INCORPORATION

OF

RAMSAY HOLDINGS BEHAVIORAL HEALTH, INC.

     THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

     FIRST: The name of the corporation is Ramsay Holdings Behavioral Health, Inc. (the “Corporation”).

     SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, which address is located in the County of New Castle, and the name of the Corporation’s registered agent at: such address is The Corporation Trust Company.

     THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, $.01 par value per share.

     FIFTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the By-Laws.

     SIXTH: To the fullest extent permitted by Section 145 of the Delaware General Corporation Law, or any comparable successor law, as the same may be amended and supplemented from time to time, the Corporation (i) may indemnify all persons whom it shall have power to indemnify thereunder from and against any and all of the expenses, liabilities or other matters referred to in or covered thereby, (ii) shall indemnify each such person if he is or is threatened to be made a party to an action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or because he was serving the corporation or any other legal entity in any capacity at the request of the Corporation while a director, officer, employee or agent of the Corporation and (iii) shall pay the expenses of such a current or former director, officer, employee or agent incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those entitled to indemnification or advancement of expenses may be entitled under by-law, agreement, contract or vote of stockholders or disinterested directors or pursuant to the direction (however embodied) of any court of

competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     SEVENTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the corporation, except as specifically stated therein.

     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

     NINTH: Except as otherwise required by the laws of the State of Delaware, the stockholders and directors shall have the power to hold their meetings and to keep the books, documents and papers of the corporation outside of the State of Delaware, and the corporation shall have the power to have one or more officer within or without the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     ELEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for my breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends or unlawful stock purchases under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If the General

Corporation Law of Delaware is amended to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article by the stockholders of the Corporation shall be by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of stock of the Corporation and entitled to vote in the election of directors, considered for the purposes of this Article ELEVENTH as one class, shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     TWELFTH: The name and address of the incorporator is Joseph J. Romagnoli, 237 Park Avenue, New York, New York 10017.

     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 22th day of September, 1994.

/s/ Joseph J. Romagnoli

Joseph J. Romagnoli

Incorporator

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

RAMSAY HOLDINGS BEHAVIORAL HEALTH, INC.

Before Receipt of Payment for Stock
Pursuant to Section 241 of the General
Corporation Law of the State of Delaware

     The undersigned, being the Sole Director of Ramsay Holdings Behavioral Health, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting ARTICLE FIRST of the Certificate of Incorporation in its present form and substituting therefore a new ARTICLE FIRST in the following form:

     FIRST: The name of the corporation is FPM Behavioral Health, Inc. (“Corporation”).

     SECOND: The Corporation has not received any payment for any of its stock.

     THIRD: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 241 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, I have signed this Certificate of Amendment to the Certificate of Incorporation of the Corporation this 19th day of October, 1994.

/s/ Bradley P. Cost

          Bradley P. Cost

          Sole Director

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

FPM BEHAVIORAL HEALTH, INC.

     Pursuant to the provisions of Section 242 of the Delaware Corporation Law, FPM Behavioral Health, Inc., a corporation organized and existing under and any virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting ARTICLE FIRST of the Certificate of Incorporation in its present form and substituting therefore a new ARTICLE FIRST in the following form:

     “FIRST: The name of the corporation is Horizon Behavioral Services, Inc. (“Corporation”).”

     SECOND: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted by the sole Shareholder and the sole Director of the corporation by written consent effective July 16, 1998 in accordance with the applicable provisions of Sections 141 and 228 of the General Corporation Law of the State of Delaware.

     THIRD: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment shall become effective on August 1, 1998 as of 12:00 a.m. Dallas, Texas time.

     IN WITNESS WHEREOF, I have signed this Certificate of Amendment to the Certificate of Incorporation of the Corporation this 16th day of July, 1998.

FPM BEHAVIORAL HEALTH, INC.
By:	/s/ James W. McAtee
	James W. McAtee, Executive Vice President

EX-3.71

EXHIBIT 3.71

Form 201
(Revised 1/06)

Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: $300          
Certificate of Formation
For-profit Corporation This space reserved for office use.

Article 1 – Entity Name and Type

The filing entity being formed is a for-profit corporation. The name of the entity is:

Horizon Health Austin, Inc.

The name must contain the word “corporation,” “company,” “incorporated,” “limited” or an abbreviation of one of these terms.

Article 2 – Registered Agent and Registered Office

(Select and complete either A or B and complete C)

þ A. The initial registered agent is an organization (cannot be entity named above) by the name of:

CT Corporation System

OR

o B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

350 N. St. Paul Street	Dallas	TX		75201
Street Address	City	State	Zip Code

Article 3 – Directors

(A minimum of 1 director is required.)

The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are as follows:

Director 1 — Frank            J. Baumann First Name            M.I. Last Name            Suffix —— —— —— — 2941 South Lake Vista Drive            Lewisville            TX 75067 USA Street or Mailing Address            City            State            Zip Code            Country

1

Director 2 — First Name            M.I. Last Name            Suffix — Street or Mailing Address            City            State            Zip Code            Country —— —— —— —— — Director 3 — First Name            M.I. Last Name            Suffix —— —— —— — Street or Mailing Address            City            State            Zip Code            Country —— —— —— —— —

Article 4 – Authorized Shares

(Provide the number of shares in the space below, then select option A or option B, do not select both.)

The total number of shares the corporation is authorized to issue is: 1,000

þ A. The par value of each of the authorized shares is: $1.00

OR

o B. The shares shall have no par value.

If the shares are to be divided into classes, you must set forth the designation of each class, the number of shares of each class, the par value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for supplemental information on this form.

Article 5 – Purpose

The purpose for which the corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

2

Organizer

The name and address of the organizer:

David K. Meyercord

Name

2941 South Lake Vista Drive	Lewisville	TX		75067
Street or Mailing Address	City	State	Zip Code

Effectiveness of Filing (Select either A, B, or C.)

A. þ This document becomes effective when the document is filed by the secretary of state.

B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                               

C. o This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                                    

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 3/15/07

/s/ David K. Meyercord

Signature of organizer

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EX-3.73

EXHIBIT 3.73

CERTIFICATE OF INCORPORATION

OF

HORIZON HEALTH HOSPITAL SERVICES, INC.

     I, the undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the General Corporation Law of the State of Delaware, do hereby adopt the following Certificate of Incorporation for such corporation.

I.

     The name of the corporation is Horizon Health Hospital Services, Inc. (the “Corporation”).

II.

     The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of Newcastle, Delaware 19801, and the name of its registered agent at such address is The Corporation Trust Company.

III.

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

IV.

     The Corporation is authorized to issue one class of capital stock to be designated “Common Stock”. The number of shares of Common Stock which the Corporation shall have authority to issue is 1,000 shares, $1.00 par value per share. Each share of Common Stock of the Corporation shall have identical rights and privileges in every respect.

V.

     The names and mailing addresses of the persons who are to serve as the initial directors of the Corporation until the first annual meeting of the stockholders, or until their respective successors are elected and qualified, are:

NAME	ADDRESS
David K White	1500 Waters Ridge Drive
	Lewisville, Texas 75057
John E. Pitts	1500 Waters Ridge Drive
	Lewisville, Texas 75057

NAME	ADDRESS
David K. Meyercord	1500 Waters Ridge Drive
	Lewisville, Texas 75057

VI.

     The period of duration of the Corporation is perpetual.

VII.

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation except as otherwise provided in the Bylaws.

VIII.

     Elections of directors need not be by written ballot.

IX.

     To the fullest extent permitted by Delaware law, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for an act or omission in such director’s capacity as a director of the Corporation. Specifically, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breech of fiduciary duty as a director, except that this provision shall not eliminate or limit liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The foregoing elimination of liability to the Corporation or its stockholders for monetary damages is not exclusive of any other rights or limitations of liability or indemnity to which a director may be entitled under any other provision of the Certificate of Incorporation or Bylaws of the Corporation, contract or agreement, vote of stockholders and/or disinterested directors, or otherwise.

X.

     Meetings of the stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws may provide. Unless otherwise required by applicable law, the books and records of the Corporation may be kept either within or outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

XI.

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to such reservation.

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XII.

     The name and address of the incorporator is:

NAME	ADDRESS
Melissa M. Webb	901 Main Street, Suite 4400
	Dallas, Texas 75202

     The undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate hereby declaring and certifying that this is my act and deed end the facts stated herein are true, and accordingly I have hereunto set my hand this 16^th day of November, 2005.

/s/ Melissa M. Webb  

Melissa M. Webb, Incorporator 

3

EX-3.74

EXHIBIT 3.74

CERTIFICATE OF INCORPORATION

OF

SPECIALTY HEALTHCARE SERVICES, INC.

     1. The name of the corporation is:

          SPECIALTY HEALTHCARE SERVICES, INC.

     2. The address of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover 19904, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

     3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have authority to issue is Ten Thousand (10,000) and the par value of each such share is One Cent ($.01) amounting in the aggregate to One Hundred Dollars ($100.00).

     5. The name and mailing address of the incorporator who shall serve until the certificate of incorporation has been filed is:

Roger A. Klein, Esq.
Howrey & Simon
1299 Pennsylvania Ave., N.W.
Washington, D.C. 20004

     6. The name of the individuals who will serve as directors until their successors are elected and duly qualified are:

Howard B. Finkel
Lawrence M. Reiff
John K. Harrison

     7. No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

     8. The Corporation shall have perpetual existence.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunder set may hand this 26^th day of August, 1994.

/s/ Roger A. Klein  

Roger A. Klein 

2

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SPECIALTY HEALTHCARE SERVICES, INC.

     Specialty Healthcare Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”)

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

RESOLVED, that the Certificate of Incorporation of Specialty Healthcare Services, Inc. be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the Corporation is SPECIALTY HEALTHCARE MANAGEMENT, INC.

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by Howard Finkel, its President, and attested to by John K. Harrison, its Secretary, this 30^th day of November, 1994.

/s/ Howard B. Finkel  

HOWARD B. FINKEL 

President 

ATTEST:

/s/	John K. Harrison
John K. Harrison
Secretary

2

SPECIALTY HEALTHCARE MANAGEMENT, INC .

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

     The undersigned officer of Specialty Healthcare Management, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

     1. That the sole Director of the Corporation, by written consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted resolutions proposing and declaring it to be advisable that Paragraphs 1 and 2 of the Certificate of Incorporation of the Corporation be amended as set forth in Exhibit “A” attached hereto (the “Amendments”) and directed that the Amendments be submitted to the sole stockholder of the Corporation entitled to vote thereon for its consideration and approval.

     2. That the sole stockholder of the Corporation entitled to vote thereon approved and adopted the Amendments by written consent in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned officer of the Corporation does hereby certify that this Certificate of Amendment is the act and deed of the Corporation and the facts stated herein are true and accordingly has hereunto set his hand as of the 11^th day of August, 1997.

SPECIALTY HEALTHCARE MANAGEMENT, INC.
By:	/s/ James W. McAtee
	James W. McAtee,
	Executive Vice President - Finance & Administration

EXHIBIT A

RESOLVED, that the name of the Corporation be changed to “Specialty Rehab Management, Inc.” and that Paragraph 1 of the Certificate of Incorporation of the Corporation be amended in its entirety to read as follows:

     The name of the corporation is Specialty Rehab Management, Inc.

FURTHER RESOLVED, that the registered agent and registered office of the Corporation in the State of Delaware be changed to The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and that Paragraph 2 of the Certificate of Incorporation be amended to read in its entirety as follows:

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801; and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SPECIALTY REHAB MANAGEMENT, INC.

     SPECIALTY REHAB MANAGEMENT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by written consent of its sole member, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Specialty Rehab Management, Inc. be amended by changing Paragraph 1 thereof so that, as amended, said Paragraph shall be and read as follows:

“The name of the corporation is Horizon Health Physical Rehabilitation Services, Inc.”

     SECOND: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Specialty Rehab Management, Inc. has caused this certificate to be signed by Frank J. Baumann, President, this the 10^th day of July, 2004.

SPECIALTY REHAB MANAGEMENT, INC.
By:	/s/ Frank J. Baumann
	Frank J. Baumann, President

EX-3.75

EXHIBIT 3.75

ARTICLES OF INCORPORATION

OF

HORIZON MENTAL HEALTH SERVICES, INC.

     I, the undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE I

     The name of the corporation is HORIZON MENTAL HEALTH SERVICES, INC.

ARTICLE II

     The period of its duration is perpetual.

ARTICLE III

     The purpose or purposes for which the corporation is organized are:

The transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

To do everything necessary, proper, advisable or convenient for the accomplishment or furtherance of such purposes, provided the same not be prohibited by the laws of the State of Texas.

ARTICLE IV

     The aggregate number of shares which the corporation shall have authority to issue is 1,000 with a par value of $.01 each. Each share of stock shall have identical rights and privileges in every respect.

ARTICLE V

     The corporation will not commence business until it has received for the issuance of its shares consideration of the value of ONE THOUSAND AND N0/100 DOLLARS ($1,000.00), consisting of money, labor done, or property actually received.

ARTICLE VI

     No stockholder or other person shall have any preemptive right whatsoever.

ARTICLE VII

     Cumulative voting is expressly prohibited.

ARTICLE VIII

     The post office address of the initial registered office of the corporation is 2220 San Jacinto, Suite 320, Denton, Texas 76205, and the name of its initial registered agent at such address is James Ken Newman.

ARTICLE IX

     The number of directors constituting the initial board of directors is one (1) and the name and address of the person who is to serve as director until the first annual meeting of the stockholders, or until successors are elected and qualified is:

NAME	ADDRESS
James Ken Newman	2220 San Jacinto, Suite 320
	Denton, Texas 76205

ARTICLE X

     To the full extent permitted by Texas law, no director of the corporation shall be liable to the corporation or its stockholders for monetary damages for an act or omission in such director’s capacity as a director of the corporation. The foregoing elimination of the liability to the corporation or its stockholders for monetary damages shall not be deemed exclusive of any

2

other rights or limitations of liability or indemnity to which a director may be entitled under any other provision of the Articles of Incorporation or Bylaws of the corporation, contract or agreement, vote of stockholders and/or disinterested directors of the corporation, or otherwise.

ARTICLE XI

     With respect to any matter, other than the election of the board of directors, for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is required by the Texas Business Corporation Act, and notwithstanding that such Act may require a portion of the shares entitled to vote that exceeds that specified in this Article, the act of the stockholders on that matter shall be the affirmative vote of the holders of a majority of the shares entitled to vote on that matter, rather than the affirmative vote otherwise required by such Act.

ARTICLE XII

     The name and address of the incorporator is:

NAME	ADDRESS
David K. Meyercord	901 Main Street, Suite 4300
	Dallas, Texas 75202

     IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of January, 1993.

/s David K. Meyercord

David K. Meyercord

3

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION OF

HORIZON MENTAL HEALTH SERVICES, INC.

     Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, Horizon Mental Health Services, Inc. adopts the following Articles of Amendment to the Articles of Incorporation of the corporation which changes the name of the corporation.

ARTICLE I

     The name of the corporation is Horizon Mental Health Services, Inc.

ARTICLE II

     Article I of the Articles of Incorporation is hereby amended to read in its entirety as follows:

“The name of the corporation is Horizon Mental Health Management, Inc.”

ARTICLE III

     The foregoing Amendment to the Articles of Incorporation was unanimously adopted by the sole Shareholder and the sole Director of the corporation by written consent effective September 1, 1995.

ARTICLE IV

     The corporation has 1,000 shares issued and outstanding, all of which are entitled to vote on this amendment.

Dated: September 1, 1995

HORIZON MENTAL HEALTH SERVICES, INC.
By:	/s/ James W. McAtee
	James W. McAtee,
	Senior Vice President

2

EX-3.79

EXHIBIT 3.79

ARTICLES OF INCORPORATION

OF

CCS / SALT LAKE CITY, INC.

ARTICLE ONE

The name of the corporation is CCS/SALT LAKE CITY, INC.

ARTICLE TWO

The purpose for which the corporation is organized is the transaction of any and all lawful business for which corporations may be incorporated under the Utah Business Corporation Act.

ARTICLE THREE

The aggregate number of shares which the corporation shall have authority to issue is one thousand (1,000) of no par value.

ARTICLE FOUR

The name and address of the incorporator is:

Kevin P. O’Hara
Bass, Berry & Sims
2700 First American Center
Nashville, TN 37238

ARTICLE FIVE

The street address of the its initial registered office is 50 West Broadway, Salt Lake City, Utah 84101. The name of the initial registered agent at such address is C T Corporation System.

/s/ Kevin P. O’Hara

Incorporator

The undersigned hereby accepts appointment as registered Agent for the above named corporation.

By:	[Illegible Signature]
	Registered Agent

ARTICLES OF AMENDMENT

OF

CCS/SALT LAKE CITY, INC.

To the Division of Corporations and Commercial Code
State of Utah

Pursuant to the provisions of the Utah Revised Business Corporation Act, the corporation hereinafter named (the “Corporation”) does hereby adopt the following Articles of Amendment.

1.	The name of the corporation is CCS/Salt Lake City, Inc.
2.	Article One of the Articles of Incorporation of the corporation is hereby amended as to read as follows:
	“The name of the corporation is Kids Behavioral Health of Utah, Inc.”
3.	The corporation has issued common shares. Only one class of stock is issued and authorized.
4.	The amendment herein provided for was adopted by the Board of Directors of the corporation by Unanimous Written Consent dated as of September 16, 2002.
5.	There are 1,000 common shares issued and outstanding; 1,000 voted for the amendment and 0 voted against. All shares were entitled to be cast for amendment and all the shares were represented by Unanimous Consent.
6.	The undersigned is the chairman of the Board of Directors of the corporation.

Executed on November 7, 2002.

By:	/s/ Bill R. Vickers
	Bill R. Vickers
Title:  Chairman of the Board

	State of Utah DEPARTMENT OF COMMERCE Division of Corporations & Commercial Code
	Articles of Amendment to Articles of Incorporation (Profit)

Pursuant to UCA §16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follows:

1. The name of the corporation is: KIDS BEHAVIORAL HEALTH OF UTAH, INC

2. The date the following amendment(s) was adopted: JANUARY 3, 2006

3. If changing the corporation name, the new name of the corporation is:

HHC UTAH, INC

4. The text of each amendment adopted (include attachment if additional space needed):

      ARTICLE ONE, THE NAME OF THE CORPORATION IS HHC UTAH, INC

     SEE ATTACHMENTS 1-3

5. If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.

6. Indicate the manner in which the amendment(s) was adopted (mark only one):

o No shares have been issued or directors elected — Adopted by Incorporator(s)

o No shares have been issued but directors have been elected — Adopted by the board of directors

o Shares have been issued but shareholder action was not required — Adopted by the board of directors

þ The number of votes cast for the amendments(s) by each voting group entitled to vote separately on the amendment(s) was sufficient for approval by that voting group — Adopted by the shareholders

7. Delayed effective date (if not to be effective upon filing)                                          (not to exceed 90 days)

Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

By:	/s/ David K. Meyercord	Title: DAVID K. MEYERCORD, EXEC VP
Dated this 3RD day of JANUARY, 2006

	State of Utah DEPARTMENT OF COMMERCE Division of Corporations & Commercial Code
	Articles of Amendment to Articles of Incorporation (Profit)

Pursuant to UCA §16-10a part 10, The individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporation for filing, and states as follows:

l. The name of the corporation is: HHC UTAH, INC

2. The date the following amendment(s) was adopted: JANUARY 4, 2006

3. If changing the corporation name, the new name of the corporation is:

KIDS BEHAVIORAL HEALTH OF UTAH, INC.

4. The text of each amendment adopted (include attachment if additional space needed):

     ARTICLE ONE, THE NAME OF THE CORPORATION IS KIDS BEHAVIORAL HEALTH OF UTAH, INC.

5. If providing for an exchange, reclassification or cancellation, of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

6. Indicate the manner in which the amendment(s) was adopted (mark only one):

o No shares have been issued or directors elected — Adopted by Incorporator(s)

o No shares have been issued but directors have been elected — Adopted by the board of directors

o Shares have been issued hut shareholder action was not required — Adopted by the board of directors

þ The number of votes cast for the amendments(s) by each voting group entitled to vote separately on the amendment(s) was sufficient for approval by that voting group — Adopted by the shareholders

7. Delayed effective date (if not to be effective upon filing) (not to exceed 90 days)

Under penalties of perjury. I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

By:	/s/ David K. Meyercord	Title: DAVID K. MEYERCORD, EXEC VP
Dated this 4TH day of JANUARY, 2006

EX-3.80

EXHIBIT 3.80

CERTIFICATE OF INCORPORATION

OF

RAMSAY YOUTH SERVICES OF ALABAMA, INC.

     THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

     FIRST: The name of the corporation is Ramsay Youth Services of Alabama, Inc. (the “Corporation”).

     SECOND: The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, which address is located in the County of New Castle, and the name of the Corporation’s registered agent at such address is Corporation Service Company.

     THIRD: The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, $.01 par value per share,

     FIFTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the By-Laws.

     SIXTH: To the fullest extent permitted by Section 145 of the Delaware General Corporation Law, or any comparable successor law, as the same may be amended and supplemented from time to time, the Corporation (i) may indemnify all persons whom it shall have power to indemnify thereunder from and against any and all of the expenses, liabilities or other matters referred to in or covered thereby, (ii) shall indemnify each such person if he is or is threatened to be made a party to an action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or because he was serving the Corporation or any other legal entity in any capacity at the request of the Corporation while a director, officer, employee or agent of the Corporation and (iii) shall pay the expenses of such a current or former director, officer, employee or agent incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those entitled to indemnification or advancement of expenses may be entitled under any by-law, agreement, contract or vote of stockholders or disinterested directors or pursuant to the direction (however embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to

be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     SEVENTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.

     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made; be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

     NINTH: Except as otherwise required by the laws of the State of Delaware, the stockholders and directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     ELEVENTH: A director of the corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the unlawful payment of dividends or unlawful stock purchases under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law of Delaware is amended to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the

2

fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     TWELFTH: The name and address of the incorporator is Ronald J. Prague, 237 Park Avenue, New York, New York 10017.

     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 14th day of January, 1998.

/s/ Ronald J. Prague  

Ronald J. Prague 

Incorporator 

3

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

RAMSAY YOUTH SERVICES OF ALABAMA, INC.

     Ramsay Youth Services of Alabama, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

     DOES HEREBY CERTIFY:

     FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting ARTICLE I in its present form and substituting in lieu thereof the following:

ARTICLE I
NAME

     The name of the corporation is Premier Behavioral Solutions of Alabama, Inc. (the “Corporation”).

     SECOND: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware, (a) the Board of Directors of the Corporation having duly adopted a resolution setting forth such amendment and declaring its advisability and submitting it to the stockholder of the Corporation for its approval, in conformity with the By-Laws of the Corporation and (b) the sole shareholder of the outstanding stock of the Corporation, having duly adopted the resolution setting forth such amendment by written consent in lieu of a meeting in conformity with the By-Laws of the Corporation.

     THIRD: That this Certificate of Amendment of the Certificate of Incorporation shall be effective as of the date filed by the Secretary of State of Delaware.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment of its Certificate of Incorporation to be executed as of the 15^th day of September, 2003.

     RAMSAY YOUTH SERVICES OF ALABAMA, INC.

By:	/s/ Steven T. Davidson
Name:	Steven T. Davidson
Title:	Vice President

4

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

PREMIER BEHAVIORAL SOLUTIONS OF ALABAMA, INC.

     Premier Behavioral Solutions of Alabama, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the corporation is Premier Behavioral Solutions of Alabama, Inc.

     2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following:

“FIRST: The name of the corporation is Laurel Oaks Behavioral Health Center, Inc. (the “Corporation”).”

     3. This amendment to the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware,

     4. This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.

Dated this 15^th day of March, 2006.

Premier Behavioral Solutions of Alabama, Inc.
 

/s/ Christopher L. Howard  

Christopher L. Howard 

Vice President 

5

EX-3.81

EXHIBIT 3.81

ARTICLES OF INCORPORATION

(Under Chapter 1785.01 et seq.)

Professional Corporation

OF

LAURELWOOD ASSOCIATES, INC.

ARTICLE I.

Name

     The name of said corporation shall be Laurelwood Associates, Inc.

ARTICLE II.

Principal Place of Business

     The place in the State of Ohio where the principal office of the Corporation is to be located is Willoughby, Lake County.

ARTICLE III.

Purposes

     This Corporation is formed to (a) practice the profession of medicine by physicians and surgeons licensed to practice in Ohio and to do all things necessary or incidental to the conduct of such business and (b) to have and exercise all powers conferred by the State of Ohio on professional corporations organized under the laws of the State of Ohio.

ARTICLE IV.

Capital Stock

     The maximum number of shares which the Corporation is authorized to have outstanding is Seven Hundred Fifty (750) shares of Common Stock Without Par Value.

ARTICLE V.

Minimum Capital

     The minimum amount of capital with which the Corporation shall begin business is Five Hundred Dollars ($500.00).

1

ARTICLE VI.

Elimination of Preemptive Rights

     No shareholder shall have any preemptive right, as such rights are defined by law, to subscribe for, purchase or acquire shares of any class, whether now or hereafter authorized.

ARTICLE VII.

Special Voting Requirements

     Notwithstanding any provision of the Ohio Revised Code now or hereafter in force requiring for any action the vote or consent of the holders of shares entitling them to exercise two-thirds or any other proportion of the voting power of the Corporation or of any class or classes of shares thereof, such action may be taken by the vote or consent of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes, unless a greater proportion of said voting power is expressly required by these Articles of Incorporation or the Code of Regulations of the Corporation.

ARTICLE VIII.

Purchase of Stock

     The Corporation shall have the power by action of its Board of Directors to purchase, hold, sell and transfer shares of [Illegible] capital stock.

     The undersigned incorporator has executed these Articles of Incorporation this 26th day of July, 1990.

/s/ Arthur L. Cobb  

Arthur L. Cobb, Incorporator 

2

ORIGINAL APPOINTMENT OF STATUTORY AGENT

     The undersigned, being Incorporator of Laurelwood Associates, Inc., hereby appoints HL Statutory Agent, Inc. to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served.

     The complete address of the agent is: 1965 East Sixth Street, Suite 800, Cleveland, Ohio, Cuyahoga County, Ohio 44114.

Date: July 26, 1990	/s/ Arthur L. Cobb
	Arthur L. Cobb, Incorporator

3

CERTIFICATE OF AMENDMENT BY SHAREHOLDER

TO THE ARTICLES OF INCORPORATION OF

LAURELWOOD ASSOCIATES, INC.

     Michael L. Harrington, who is President, and Gary Thome, who is Secretary, of Laurelwood Associates, Inc. (the “Corporation”), an Ohio corporation for profit with its principal location at Willoughby, Lake County, Ohio do hereby certify that in a writing signed by the sole shareholder, the following resolution to amend the Articles was adopted:

     NOW, THEREFORE, BE IT RESOLVED, that the Articles of Incorporation of the Corporation be, and they hereby are, amended by the addition of a new Article IX to read as follows:

ARTICLE IX.

Elimination of Cumulative Voting

     The shareholders of the Corporation shall not have the right to vote cumulatively in the election of directors.

     IN WITNESS WHEREOF, the above-named officers, acting for and on behalf of the Corporation, have hereto subscribed their names the 7^th day of November, 19___.

By:	/s/ Michael L. Harrington
	Michael L. Harrington, President
By:	/s/ Gary Thome
	Gary Thome, Secretary

4

Prescribed by:

The Ohio Secretary of State Central Ohio; (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)

www.sosslate.oh.us

e-mail: busserv@sos.state.oh.us

Expedite this Form: (Select one)

Mail Form toone of the Following: PO Box 1390 Columbus, OH 43216

No            Columbus. OH 43216

Certificate of Amendment by Shareholders or Members

(Domestic} Filing Fee $50.00

(CHECK ONLY ONE (1) BOX) — (1) Domestic for Profit Amended            PLEASE READ INSTRUCTIONS (2) Domestic (122 AMAP) Amendment            Nonprofit Amended            Amendment —— —— —— —

Complete the general information in this section for the box checked above. [ —— — Name of Corporation            Laurelwood Associates, Inc. — Charter            Number 777681 Name of Officer            Chief Coker Title            President —

Please check if additional provisions attached. The above named Ohio corporation, does hereby certify that: A meeting of the shareholders            directors (nonprofit amended articles only) members was duly called and held on

at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise ........ % as the voting power of the corporation

In a writing signed by all of the            shareholders            directors (non-profit amended articles only) members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit.

Clause applies if amended box is checked.

Resolved, that the following amended articles of Incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and a II amendments thereto.

5

All of the following information must be completed if an amended box is checked. If an amendment box is checked , complete areas that apply.

FIRST: The name of the corporation is: Laurelwood Associates, Inc. SECOND: The place in the State of Ohio where its principal office is located is in the City of: Willoughby ................... Lake

(city, village or township) (country)

third: The purposes of the corporation are as follows- S*e Attached Provisions

fourth : The number of shares which the corporation is authorized to have outstanding is:See Attached

Does not apply to box (2)

REQUIRED

Must be authenticated (signed) by an authorised representative

(See Instructions)

/s/ Chief Coker Authorised Representative

Cliff Coker. President
(print name)Authorised Representative

(print name)

8 11 04

date

date

6

Additional Provisions to Amended and Restated Articles or Incorporation
Laurelwood Associates, Inc.

ARTICLE III

     The purpose for which the Corporation is formed is to (a) practice the profession of medicine by physicians licensed to practice in Ohio and do all things necessary or incidental to the conduct of such business; and (b) to have and exercise all powers conferred by the Stale of Ohio on professional corporations organized under the Laws of the state of Ohio.

ARTICLE IV

     The maximum number of shares which the Corporation is authorized to issue is seven Hundred fifty (750) shares of common stock without par value.

ARTICLE V

     These Amended and Restated Articles of Incorporation take the place of and supercede prior Articles of incorporation of the Corporation.

ARTICLE VI

     The shareholders of the Corporation shall be authorized to adopt bylaws for the governance of the Corporation, to the extent not in conflict with these Amended and Resulted Articles of Incorporation.

ARTICLE VII

     These Amended and Restated Articles of Incorporation may be amended by the affirmative act of the shareholders of the Corporation.

7

EX-3.82

EXHIBIT 3.82

CERTIFICATE OF INCORPORATION

OF

MENTAL HEALTH OUTCOMES, INC.

     I, the undersigned natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the General Corporation Law of the State of Delaware, do hereby adopt the following Certificate of Incorporation for such corporation.

I

     The name of the corporation is MENTAL HEALTH OUTCOMES, INC. (the “Corporation”).

II

     The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801, and the name of its registered agent at such address is The Corporation Trust Company.

III

     The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

IV

     The Corporation is authorized to issue one class of capital stock to be designated “Common Stock”. The number of shares of Common Stock which the Corporation shall have authority to issue is 10,000 shares, $.01 par value per share. Each share of Common Stock of the Corporation shall have identical rights and privileges in every respect.

V

     The name and mailing address of the person who is to serve as the sole director of the Corporation until the first annual meeting of the stockholders, or until his respective successor is elected and qualified, is:

NAME	ADDRESS
James Ken Newman	2220 San Jacinto Boulevard,
	Suite 320
	Denton, Texas 76205

VI

     The period of duration of the Corporation is perpetual.

VII

     In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation except as otherwise provided in the Bylaws.

VIII

     Elections of directors need not be by written ballot.

IX

     To the fullest extent permitted by Delaware law, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for an act or omission in such director’s capacity as a director of the Corporation. Specifically, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that this provision shall not eliminate or limit liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The foregoing elimination of liability to the Corporation or its stockholders for monetary damages is not exclusive of any other rights or limitations of liability or indemnity to which a director may be entitled under any other provision of the Certificate of Incorporation or Bylaws of the Corporation, contract or agreement, vote of stockholders and/or disinterested directors, or otherwise.

X

     Meetings of the stockholders of the Corporation may be held within or without the state of Delaware, as the Bylaws may provide. Unless otherwise required by applicable law, the books and records of the Corporation may be kept either within or outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

XI

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to such reservation.

2

XII

     The name and address of the incorporator is:

NAME	ADDRESS
David K. Meyercord	901 Main Street, Suite 4300
	Dallas, Texas 75202

     The undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly I have hereunto set my hand this 10^th day of August, 1995.

/s/ David K. Meyercord  

David K. Meyercord 

3

EX-3.86

EXHIBIT 3.86

CERTIFICATE OF INCORPORATION

OF

RHCI SAN ANTONIO, INC.

1. The name of the corporation is:

RHCI San Antonio, Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have the authority to issue is One Thousand (1,000) and all of such shares shall be without par value.

5. The board of directors is authorized to make, alter, or repeal the bylaws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the incorporator is:

Vivian B. Crane
McGlinchey Law Firm
643 Magazine Street
New Orleans, Louisiana 70130

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 8th day of August, 1991.

/s/ Vivian B. Crane  

Vivian B. Crane 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
RHCI SAN ANTONIO, INC.

     RHCI San Antonio, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the corporation is RHCI San Antonio, Inc.

     2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following:

“FIRST: The name of the corporation (hereinafter called
the “Corporation”) is Mission Vista Behavioral Health
Services, Inc.”

     3. This amendment to the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     4. This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.

     Dated this 15th day of March, 2006.

RHCI SAN ANTONIO, INC.
 

/s/ Christopher L. Howard  

Christopher L. Howard 

Vice President 

EX-3.87

EXHIBIT 3.87

CHARTER

OF

PSYCHIATRIC SOLUTIONS OF LEESBURG, INC.

     The undersigned person, having capacity to contract and acting as the incorporator of a corporation under Section 48-12-101 of the Tennessee Business Corporation Act (the “Act”), adopts the following charter for such corporation:

     1. Name. The name of the corporation is Psychiatric Solutions of Leesburg, Inc. (the “Corporation”).

     2. Registered Office and Registered Agent. The address of the registered office of the Corporation in Tennessee is 113 Seaboard Lane, Suite C-100, Franklin, Williamson County, Tennessee 37067. The Corporation’s registered agent at the registered office is Steven T. Davidson.

     3. Incorporator. The name and address of the sole incorporator of the Corporation is John J. Faldetta, Jr., Nashville City Center, 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219.

     4. Principal Office. The address of the principal office of the Corporation is 113 Seaboard Lane, Suite C-100, Franklin, Williamson County, Tennessee 37067.

     5. Corporation for Profit. The Corporation is for profit.

     6. Authorized Shares. The Corporation shall have authority, acting by its board of directors, to issue not more than one thousand (1,000) shares, all of which shall be shares of common stock, each with $0.01 par value (“Common Stock”). All shares of Common Stock shall be one and the same class and when issued shall have equal rights of participation in dividends and assets of the Corporation and shall be non-assessable. Each outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

     7. Limitation on Directors’ Liability.

          (a) A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as amended from time to time.

          (b) If the Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the

Corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended. Any repeal or modification of the foregoing by the shareholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     8. Indemnification.

          (a) The Corporation shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or director (or the estate of any such person) who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee or employee of another corporation, partnership, joint venture, trust or other enterprise (an “indemnitee”). The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid insettlement. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement to the full extent permitted by law, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, the Corporation shall not indemnify any such indemnitee (1) in any proceeding by the Corporation against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his liability for (i) any breach of the duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) unlawful distributions under Section 48-18-304 of the Act.

          (b) The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are intended to be greater than those which are otherwise provided for in the Act, are contractual between the Corporation and the person being indemnified, his heirs, executors and administrators, and, with respect to paragraph 8(a), are mandatory, notwithstanding a person’s failure to meet the standard of conduct required for permissive indemnification under the Act, as amended from time to time. The rights to indemnification and advancement of expenses set forth in paragraph 8(a) above are nonexclusive of other similar rights which may be granted by law, this Charter, the bylaws, a resolution of the board of directors or shareholders of the Corporation, or an agreement with the Corporation, which means of indemnification and advancement of expenses are hereby specifically authorized.

          (c) Any repeal or modification of the provisions of this paragraph 8, either directly or by the adoption of an inconsistent provision of this Charter, shall not adversely affect any right or protection set forth herein existing in favor of a particular individual at the time of such repeal or modification. In addition, if an amendment to the Act limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons

2

subject to indemnification under this paragraph 8 which occur subsequent to the effective date of such amendment.

     9. Express Powers of Board of Directors. In furtherance of and not in limitation of the powers conferred by statute, the Corporation is expressly authorized, acting upon the authority of the board of directors and without the approval of the shareholders, to:

          (a) Issue shares of any class or series as a share dividend in respect of shares of the same class or series or any other class or series;

          (b) Fix or change the number of directors, including an increase or decrease in the number of directors;

          (c) Determine, in accordance with law, the method by which vacancies occurring on the board of directors are to be filled.

     10. Removal of Directors for Cause. Directors may be removed for cause by a vote of a majority of the entire board of directors.

/s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr., Incorporator 

Dated: June 7, 2004

3

ARTICLES OF AMENDMENT
TO THE CHARTER
OF
PSYCHIATRIC SOLUTIONS OF LEESBURG, INC.

To the Secretary of State of the State of Tennessee:

     Pursuant to the provisions of Section 48-20-103 of the Tennessee Business Corporation Act, the undersigned corporation submits these Articles of Amendment to its Charter as follows:

     1. The name of the corporation is Psychiatric Solutions of Leesburg, Inc.

     2. Section 1 of the Charter is hereby amended and restated in its entirety to read as follows:

          “1. Name. The name of the corporation is North Spring Behavioral Healthcare, Inc. (the “Corporation”).”

     3. This Amendment was duly adopted by the sole shareholder and the board of directors of the Corporation on March 15, 2006.

     4. This Amendment, which will constitute an amendment to the Charter, is to be effective upon filing with the Tennessee Secretary of State.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment this 15^th day of March, 2006.

PSYCHIATRIC SOLUTIONS OF LEESBURG, INC.
By:	/s/ Christopher L. Howard
	Christopher L. Howard
	Vice President

4

EX-3.90

EXHIBIT 3.90

ARTICLES OF INCORPORATION

OF

PSI PRIDE INSTITUTE, INC.

     The undersigned is an individual eighteen years of age or older and adopt the following Articles of Incorporation to form a For-Profit Corporation (hereinafter called the “corporation”) under Chapter 302A Minnesota Statutes (the “Act”):

     Article I: The name of the corporation is PSI Pride Institute, Inc.

     Article II: The registered office address of the corporation is Capitol Professional Bldg., 590 Park Street, Suite 6 St. Paul, MN 55103, and the registered agent of the corporation at that address is National Registered Agents, Inc.

     Article III: The corporation is authorized to issue a total of one thousand (1,000) shares, all of which are without par value and classified as Common shares.

     Article IV: The name and the address of the incorporator are as follows:

NAME	ADDRESS
Greg Giffen, Esq.	Harwell Howard Hyne Gabbert & Manner, P.C.
	315 Deaderick Street, Suite 1800
	NashviIle, Tennessee 37238-1800

     Article V: The period of duration of the corporation shall be perpetual.

     Article VI: The corporation has general business purposes and shall conduct any and all such business in accordance with the Act.

     Article VII: Cumulative voting of shares of stock is not authorized in the election of directors.

     Article VIII: Any action required or permitted to be taken at a meeting of the Board of Directors of the corporation, other than an action requiring shareholder approval, may be taken by written action signal by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present.

     Article IX: The corporation shall, to the fullest extent legally permissible under the provisions of the Chapter 302, Minnesota Statutes, as the same may be amended and supplemented, shall indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, or other matters referred to in or covered by said provisions both as to action in his official capacity and as to

action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

     Article X: The personal liability of all of the directors of the corporation is hereby eliminated to the fullest extent allowed as provided by the Minnesota Business Corporation Act as the same may be supplemented and amended.

     Article XI: Holders of the shares of any class of the corporation shall not be entitled to preemptive rights.

     I, the undersigned incorporator certify that I am authorized to execute these Articles and that the information in these Articles is true and correct. I also understand that if any of this information is intentionally or knowingly misstated that criminal penalties will apply as if I had signed these Articles under oath.

     Dated this 30^th day of March, 2004.

/s/ Greg Giffen  

Greg Giffen, Incorporator 

EX-3.93

EXHIBIT 3.93

ARTICLES OF INCORPORATION

OF

PSYCHMANAGEMENT GROUP, INC.

     The undersigned acting as incorporators of a corporation under West Virginia Code §31-___-27, adopt the following Articles of Incorporation for such corporation, FILED IN DUPLICATE.

     1. The undersigned agree to become a corporation by the name of PsychManagement Group, Inc.

     2. The address of the principal office of the corporation will be located in Cabell County, West Virginia, and the mailing address of the corporation shall be 1230 Sixth Avenue, Huntington, West Virginia 25701.

     3. This purpose or purposes for which this corporation is formed are as follows:

     To engage in the transaction of any or all lawful business for which corporations may be incorporated under Section 31, Article 1, Chapter 31 of the Code of West Virginia; and to carry on any business not contrary to the laws of the State of West Virginia and to have and exercise all the rights and privileges conferred by the laws of the State of West Virginia upon corporations formed under such laws and to do any and all of the things hereinabove set forth to the same extent as natural persons might or could do.

     4. Provisions for the regulation of the internal affairs of the corporation are:

          A. The corporation shall indemnify each member of the Board and each officer of the corporation now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by, or in the right of, the corporation), by reason of the fact that he is or was a Board member, officer or agent to the corporation or is or was serving at the request of the corporation as a Board member, officer or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise.

          B. The indemnification shall be against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the aforementioned individuals in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed, to, the best interests of the corporation.

          C. No indemnification shall be made to any claim, issue or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties to the corporation, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses that such court shall deem proper. Indemnify with respect to any criminal action or proceeding will be provided only when the Board member or officer had no reasonable cause to believe his act was unlawful.

          D. The amount paid to any Board member, officer or agent of the corporation by way of indemnification shall not exceed the actual, reasonable and necessary expense incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to, but not exclusive of, any other right to which such Board member, officer or agent of the corporation may otherwise be entitled by law.

     5. The amount of total authorized capital stock of the corporation shall be 1,000 shares, which shall be divided into 1,000 shares of stock with par value of one dollar ($1.00) per share.

     6. The existence of the corporation is to be perpetual.

     7. The person to whom notice or process may be sent is Scott C. Stamm, 1230 Sixth Avenue, Huntington, West Virginia, 25701.

     8. The full name and address of the incorporator is:

NAME	ADDRESS
J. Thomas Clark	P.O. Box 1746
	Charleston, WV 25326-1746

     9. The number of directors constituting the initial board of directors of the corporation is two and the name and address of the persons who shall serve as director until the first annual meeting of shareholders or until their successor is elected and shall qualify is:

NAME	ADDRESS
Scott C. Stamm	1230 Sixth Avenue
	Huntington, WV 25701
Patrick D. Burrows	1230 Sixth Avenue
	Huntington, WV 25701

     10. The shareholders of the corporation shall have no preemptive rights.

2

     THE UNDERSIGNED, for the purpose of forming a corporation under the laws of the State of West Virginia, do hereby make and file these Articles of Incorporation, and have accordingly hereto set their hands this 5^th day of September, 2000.

/s/ J. Thomas Clark  

J. Thomas Clark 

3

EX-3.96

EXHIBIT 3.96

FORM BCA 2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1999)

Jesse White
Secretary of State
Department of Business Services
Springfield, IL 62756

1. Corporate Name: Aeries Healthcare of Illinois, Inc.                                                                                                                     

(The corporate name must contain the word “Corporation,” “Company,” “Incorporated” “Limited” or an abbreviation thereof.)

2.	Initial Registered Agent:	Mark			R.	Russell
		First Name		Middle Initial		Last Name
	Initial Registered Office:	8311 West Roosevelt Road
		Number	Street	Suite No. (P.O. Box alone is unacceptable)
		Forest Park      IL			60130	Cook
		City		ZIP Code		County

3.	Purposes(s) for which the Corporation is Organized: (If not sufficient space to cover this point, add one or more sheets of this size.)
	To engage in any lawful act or activity for which corporations may be organized under the Illinois Business Corporation Act of 1983, as amended from time to time.

4. Paragraph 1 — Authorized Shares, Issued Shares and Consideration Received:

	Par Value		Number of Shares		Number of Shares		Consideration to be
Class	Per Share		Authorized		Proposed to be Issued		Received Thereof
Common	$	.01		100,000		1,000	$	1,000.00
							TOTAL = $ 1,000.00

Paragraph 2 — The preferences, qualifications, limitations, restrictions and special or relative rights in respect of the shares of each class are:
(If not sufficient space to cover this point, add one or more sheets of this size.)

5. OPTIONAL:

a.	Number of Directors constituting the initial board of directors of the corporation: one
b.	Names and Addresses of persons serving as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Name	Residential Address	City, State, ZIP
Mark R. Russell	8311 West Roosevelt Road	Forest Park, IL 60130

6. OPTIONAL:

a.	It is estimated that the value of the property to be owned by the corporation for the following year wherever located will be:	$
b.	It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
c.	It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$
d.	It is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$

7.	OPTIONAL: Other Provisions: See Articles 6 and 7 attached hereto.
	Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

8. The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated	September 9	,	1999
	(Month & Day)		Year

	Signature and Name		Address
1.	/s/ Shelley Clifford Panico	1.	321 North Clark St., Suite 3400
	Signature			Street
	Shelley Clifford Panico		Chicago, IL 60610
	Name (type or print)		City/Town	State	ZIP Code
2.		2.
	Signature			Street
	Name (type or print)		City/Town	State	ZIP Code
3.		3.
	Signature			Street
	Name (type or print)		City/Town	State	ZIP Code

ARTICLES OF INCORPORATION

AERIES HEALTHCARE OF ILLINOIS, INC.

ARTICLE 6

LIMITATION OF LIABILITY

     To the fullest extent permitted by the Illinois Business Corporation Act of 1983, as amended from time to time (the “Act”), directors of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that this Article shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of the Act or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article by the shareholders shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE 7

INDEMNIFICATION

     The current and former officers, directors and employees of the Corporation and the legal representatives of any such persons shall be indemnified by the Corporation, in accordance with the procedures established in the Bylaws of the Corporation from time to time in effect, to the fullest extent permitted by Illinois law. The Corporation, in accordance with procedures established in the Bylaws of the Corporation from time to time in effect and to the extent authorized in each specific instance by the Board of Directors, may indemnify any agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification of current and former officers, directors and employees of the Corporation.

FORM BCA 10.30	ARTICLES OF AMENDMENT
(Rev. Jan. 1999)

Jesse White
Secretary of State
Department of Business Services
Springfield, IL 62756
217-782-1832

Remit payment in the form of a
check or money order payable
to “Secretary of State.”

1. Corporate Name (Note 1): AERIES HEALTHCARE OF ILLINOIS, INC.                         

2.	Manner of Adoption of Amendment:
	The following amendment to the Articles of Incorporation was adopted on 6/28		,	2002
	in the manner indicated below:	(Month & Day)		Year
	Mark an “X” in one box only.

o By a majority of the incorporators, provided no directors were named in the Articles of Incorporation and no directors have been elected. (Note 2)

o By a majority of the board of directors, in accordance with Section 10.10, the Corporation having issued no shares as of the time of adoption of this amendment. (Note 2)

o By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment. (Note 3)

o By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the Articles of Incorporation were voted in favor of the amendment. (Note 4)

o By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10. (Notes 4 and 5)

þ By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 5)

3. Text of Amendment:

a. When amendment effects a name change, insert the New Corporate Name below. Use page 2 for all other amendments.

Article I: Name of the Corporation:
	New Name

(All changes other than name include on page 2.)

Page 1
Printed by authority of the State of Illinois. April 2006 — 10M — C 173.14

Text of Amendment

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Amend Number 4, Paragraph 1, entitled Authorized Shares, Issued Shares and Consideration Received to reduce the Number of Shares Authorized from 100,000 to 1,000.

4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows (If not applicable, insert “No change”):
	No Change
5.	a.
	The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows (if not applicable, insert “No change”):
	No Change

b. The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows (if not applicable, insert “No change”):

			Before Amendment		After Amendment
No Change	Paid-in Capital	$		$

(Complete either Item 6 or Item 7 below. All signatures must be in BLACK INK.)

6. The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	July 24 ,		2002	AERIES HEALTHCARE OF ILLINOIS, INC.
	Month & Day	Year		Exact Name of Corporation
	/s/ Steven T. Davidson			by	/s/ Joey A. Jacobs
	Any Authorized Officer’s Signature				(Signature of President or Vice President
	Steven T. Davidson, Secretary			Joey A. Jacobs, President
	Name and Title (type or print)				(Type or Print Name & Title)

7.	If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.
	OR
	If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, a majority of the directors, or such directors as may be designated by the board, must sign below, and type or print name and title.
	The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated		,
	Month & Day		Year

FORM BCA 10.30 (rev. Dec 2003)
ARTICLES OF AMENDMENT

Jesse White, Secretary of State
Department of Business Services
Springfield, IL 62756
217-782-1832
www.Cyberdriveillinois.com

Remit payment in the form of a
check or money order payable
to “Secretary of State.”

1. Corporate Name (Note 1): AERIES Healthcare of Illinois, Inc.                                              

     1.a. The Articles of Amendment shall be effective on March 31, 2006.

2.	Manner of Adoption of Amendment:
	The following amendment to the Articles of Incorporation was adopted on February 28                 ,   2002
	in the manner indicated below:  (Month & Day)        Year
	Mark an “X” in one box only.

o By a majority of the incorporators, provided no directors were named in the Articles of Incorporation and no directors have been elected. (Note 2)

o By a majority of the board of directors, in accordance with Section 10.10, the Corporation having issued no shares as of the time of adoption of this amendment. (Note 2)

o By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment. (Note 3)

o By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the Articles of Incorporation were voted in favor of the amendment. (Note 4)

o By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10. (Notes 4 and 5)

þ By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment. (Note 5)

3. Text of Amendment:

a. When amendment effects a name change, insert the New Corporate Name below. Use page 2 for all other amendments.

Article I: The name of the corporation is: Riveredge Hospital, Inc.                                                                              New Name

(All changes other than name include on page 2.)

Text of Amendment

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

N/A

4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows (If not applicable, insert “No change”):
	No Change

5.	a.	The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows (if not applicable, insert “No change”):
		No Change
	b.	The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows (if not applicable, insert “No change”):
		(Note 6)

	Before Amendment	After Amendment
Paid-in Capital	$No Change	$No Change

(Complete either Item 6 or Item 7 below. All signatures must be in BLACK INK.)

6. The undersigned Corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated	March 15	,	2006	Aeries Healthcare of Illinois, Inc.
	Month & Day		Year	Exact Name of Corporation
	/s/ Christopher L. Howard
	Any Authorized Officer’s Signature
	Christopher L. Howard, Vice President
	Name and Title (type or print)

7.	If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.
	OR
	If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, a majority of the directors, or such directors as may be designated by the board, must sign below, and type or print name and title.
	The undersigned affirms, under penalties of perjury, that the facts stated herein are true and correct.

Dated		,
	Month & Day		Year

EX-3.97

EXHIBIT 3.97

CERTIFICATE OF INCORPORATION
OF
AERIES HEALTHCARE CORPORATION

     This is to certify that, there is hereby organized a corporation under and by virtue of the General Corporation Law of the State of Delaware:

ARTICLE I
CORPORATE NAME

     The name of the corporation is Aeries Healthcare Corporation (the “Corporation”).

ARTICLE II
PURPOSE OF CORPORATION

     The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE III
CAPITAL STOCK

     The total number of shares of capital stock which the Corporation shall have authority to issue is Two Thousand Five Hundred (2,500) shares of Common Stock, par value $.01 per share.

ARTICLE IV
REGISTERED OFFICE AND AGENT

     The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, and the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE V
NAME AND ADDRESS OF INCORPORATOR

     The name and address of the incorporator of the Corporation is:

Name	Address
Paul T. Colella	P.O. Box 190 125 Half Mile Road Middletown, New Jersey 07748

ARTICLE VI
BOARD OF DIRECTORS

     The initial Board of Directors of the Corporation shall consist of one (1) director and the name and address of the person who is to serve as the initial director until his successor is elected and qualifies is set forth below:

Name	Address
Mark R. Russell	1763 East Route 70 Cherry Hill, New Jersey 08003

     The election and term of office of all directors of the Corporation subsequent to the election and term of the initial director shall be determined in accordance with the By-laws of the Corporation.

ARTICLE VII
ELECTION OF DIRECTORS

     Unless and except to the extent that the By-laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VIII
AMENDMENT OF BY-LAWS

     The Board of Directors of the Corporation shall have the power to adopt, amend or repeal the By-laws.

ARTICLE IX
LIMITATION ON DIRECTORS’ LIABILITY

     No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

ARTICLE X
RESERVATION OF POWER TO AMEND CERTIFICATE OF INCORPORATION

     The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

2

     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this Certificate of Incorporation this 9th day of September, 1999.

WITNESS:

/s/ Caroline D. Jacobsen	/s/ Paul T. Collela
CAROLINE D. JACOBSEN	PAUL T. COLELLA

3

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
AERIES HEALTHCARE CORPORATION

     Aeries Healthcare Corporation (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the corporation is Aeries Healthcare Corporation.

     2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following:

     “FIRST: The name of the corporation is Riveredge Hospital Holdings, Inc. (the “Corporation”).”

     3. This amendment to the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     4. This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.

Dated this 15^th day of March, 2006.

Aeries Healthcare Corporation
 

/s/ Christopher L. Howard  

Christopher L. Howard 

Vice President 

4

EX-3.98

EXHIBIT 3.98

ARTICLES OF INCORPORATION

OF

SOMERSET, INCORPORATED

     ONE: The name of this corporation is SOMERSET, INCORPORATED.

     TWO: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code.

     THREE: The name and address in this state of the corporation’s initial agent for service of process is DONALD BOSIC, 3693 E. Highland Avenue, Suite “A”, Highland, CA 92346.

     FOUR: The total number of shares which the corporation is authorized to issue is One Thousand (1,000).

     DATED: December 9, 1986

/s/ Donald Bosic  

DONALD BOSIC, Incorporator 

     I declare that I am the person who executed the above Articles of Incorporation, and such instrument is my act and deed.

/s/ Donald Bosic  

DONALD BOSIC 

EX-3.99

EXHIBIT 3.99

CERTIFICATE OF INCORPORATION

OF

SPRINGFIELD HOSPITAL, INC.

     The undersigned person, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), adopts the following Certificate of Incorporation for such corporation.

ARTICLE I

NAME

     The name of the corporation is Springfield Hospital, Inc. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

     The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, County of Kent, Delaware 19904. The name of the registered agent of the Corporation in the State of Delaware at the registered office is National Registered Agents, Inc.

ARTICLE III

PURPOSES

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

ARTICLE IV

CAPITALIZATION

     The Corporation shall have authority, acting by its Board of Directors, to issue one thousand (1,000) shares of common stock, all of such shares having a par value of $.01 per share, and such shares being entitled to one (1) vote per share on any matter on which stockholders of the Corporation are entitled to vote.

ARTICLE V

INCORPORATOR

     The name of the incorporator of the Corporation is John J. Faldetta, Jr. and his address is 511 Union Street, Suite 2700, Nashville, County of Davidson, Tennessee 37219.

ARTICLE VI

LIMITATION ON PERSONAL LIABILITY OF DIRECTORS

     The personal liability of all of the directors of the Corporation is hereby eliminated to the fullest extent allowed as provided by the General Corporation Law, as the same may be supplemented and amended.

ARTICLE VII

INDEMNIFICATION

     The Corporation shall, to the fullest extent legally permissible under the provisions of the General Corporation Law, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him or her in connection with any action, suit or other proceeding in which he or she may be involved or with which he or she may be threatened, or other matters referred to in or covered by said provisions both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the Corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw of the Corporation, agreement or resolution adopted by the stockholders entitled to vote thereon after notice.

ARTICLE VIII

AMENDMENTS

     The Board of Directors reserves the right from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereinafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE IX

PREEMPTIVE RIGHTS

     The holders of stock of the Corporation shall have no preemptive or preferential right to subscribe for or purchase any stock or securities of the Corporation.

ARTICLE X

PERPETUAL EXISTENCE

     The period of existence of the Corporation shall be perpetual.

Dated on this 15th day of December, 2006.

/s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr. 

Incorporator 

EX-3.100

EXHIBIT 3. 1OO

Mall to: PO Dos 305 STATE OF J\EW JERSEY OitmlOitlo: 22SW.

tv™DIVISION OF REVENUE5IST PUBLIC RECORDS FITTING FOR NEW BUSINESS ENTITY

Fill out alt information below INCUJniNG INFORMATION FOR ITEM 11, and sign in the space provided Please note that once filed, this form constitutes your original certificate of incorporatinn/fomiatton/registmticm/autiionty, and the information contained in the filed form is considered public. Refer to the instructions for cleliveiy/retum options, filing fees and field-by-field requirement.-;. Remember to remit the appropriale fee amount Use aUathrnenls if more space is required for any field, or if you wish to add articles for the public record.

1. KiisincssM\K

PS I Summit Hospital, Inc.

Z. Type ef Uusiness Entltj:

fSefi Instnidn™ for Ciides. Piigs 21, Hem 21 (See Ins [rue lions. Page 22, Hem .1)

4. Stack (Domestic Corporations only: LLCs and Non-Profit 1 save Wank): 5. Duration (If Indefinite or Perpetual,leave blank):

One Thousand (1,000) Common Shares

6, State of Formatioii/Incoi’poration (Foreign Entities Only): 7. Date of Formation/Incorporation [Foreign Entities Only):

R. Kl [nlbrmaLiDn

Revered A_Keut Name: National Registered Agents, Inc. ol’N.T RegjstLrrctKJITlcc: or Pnnctpal Riismcss Add

(Must be a New Jersey slreel address) Kireei 51 Everett Drive, Suite 107B_? P.O. Box 927 street 113 Seaboard Lane, Suite C-100 qtv West Windsor. NJ            Zip 08550-0927 diy Franklin            State TN Zip 37067

9. Management (Domestic Corporations and Limited Partnerships Only)

•l-’or Profit and Professional Corporations List iiitial Boaid of Directors, minimum of 1, •Domestic Hen-ProfiLs list Board iifTraslees, intiiiinLun of .1; •l.imiteri Parlnerships lisl nil t;eritfr;il Partners. Name            Street AddressCity            StateZip Joey A. Jacobs 113 Seaboard Lane. Suite C- LOO            Franklin            TN 37067-2858 Steven T. Davidson 113 Seaboard Lane, Suite C-100 Franklin            TN 37Q67-2S58

Thr signafiirrs brtow ccrflry ttial the I’ll sJn entity lias raniiillcd w !lh all applicable filing rfqiilroncnts puraiant tn the laws of the Staff or IN™ Jersey.

10. Incorporators (Domestic Corporations Only, minimum of 1)

Name            Ktreet AddressCity            StateZip GrcgGiffen 315 Dcadcrick St., Suite 1800 Nashvilb TN 37238-1800

SifMinlurflM) lor the 1’uhlic Kecord (S« inslrucl ions for Inl’orniiilion on Signature KcquimnrnlK) SiEnitnre            Name            Title            Date

Is! Greg Gift’en            Greg GiffcnIncorporator3/30/04

New Jersey Division of Revenue

Certificate of Amendment to the Certificate of Incorporation
(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2 (4) and Section 14A:9-4 (3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is:

          PSI Summit Hospital, Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 28th day of February, 2006

          Resolved, that Article 1 of the Certificate of Incorporation be amended to read as follows:

     The name of the corporation is Summit Oaks Hospital, Inc.

3. The number of shares outstanding at the time of the adoption of the amendment was: 1,000

The total number of shares entitled to vote thereon was: 1,000

If the shares of any class or series of shares are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series. (Omit if not applicable).

4. The number of shares voting for and against such amendment is as follows: (If the shares of any class or series are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively).

Number of Shares Voting for Amendment	Number of Shares Voting Against Amendment
1,000	0

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, set forth a statement of the manner in which the same shall be effected. (Omit if not applicable).

6. Other provisions: (Omit if not applicable).

This Certificate of Amendment to the Certificate of Incorporation of PSI Summit Hospital, Inc. shall be effective on March 31, 2006.

BY:	/s/ Christopher L. Howard
	Christopher L. Howard, Vice President
	(Signature)

     Dated this 15th day of March, 2006

     May be executed by the Chairman of the Board, or the President, or a Vice President of the Corporation.

EX-3.101

EXHIBIT 3.101

CERTIFICATE OF INCORPORATION

OF

PSI HOSPITALS, INC.

     The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware General Corporation Law”), hereby certifies that:

     FIRST: The name of the corporation (hereinafter called the “Corporation”) is PSI Hospitals, Inc.

     SECOND: The address, including street number, city, and county, of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, Dover, Delaware 19901, County of Kent; and the name of the registered agent of the Corporation in the State of Delaware at such address is National Registered Agents, Inc.

     THIRD: The nature of the business or purposes of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

     FOURTH:

     1. The maximum number of shares of stock which the Corporation shall have the authority to issue is one thousand (1,000) shares of Common Stock having a par value of $0.01 per share, which shares shall not be subject to any preemptive rights.

     2. Pursuant to Section 151 of the Delaware General Corporation Law, a statement of the designations, powers, preferences and rights, and the qualifications and restrictions thereof, in respect of each class of capital stock is as follows:

     A. COMMON STOCK

          (i) Dividends and Distributions. Except as otherwise provided by this Certificate of Incorporation, the holders of shares of Common Stock shall be entitled to receive such dividends and distributions as may be

declared upon such shares of Common Stock, from time to time by a resolution or resolutions adopted by the Board of Directors.

          (ii) Voting Rights. All holders of Common Stock shall be entitled to notice of any stockholders’ meeting. Subject to the provisions of any applicable law and except as otherwise provided in this Certificate of Incorporation, all voting rights shall be vested solely in the Common Stock. The holders of shares of Common Stock shall be entitled to vote upon the election of directors and upon any other matter submitted to the stockholders for a vote. Each share of Common Stock issued and outstanding shall be entitled to one noncumulative vote. A fraction of a share of Common Stock shall not be entitled to any voting rights whatsoever.

          (iii) Liquidation, Dissolution or Winding Up. Except as otherwise provided in this Certificate of Incorporation, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and liabilities of the Corporation, all assets of the Corporation shall be shared pro rata among the holders of the Common Stock.

     3. Except as otherwise provided in this Certificate of Incorporation or by applicable law, the Corporation’s capital stock, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine by a resolution or resolutions adopted by a majority of the Board of Directors then in office.

     FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
J. Gregory Giffen, Esq.	Harwell Howard Hyne
	Gabbert & Manner, P.C.
	315 Deaderick Street
	Suite 1800
	Nashville, Tennessee 37238-1800

     SIXTH: The Corporation shall have perpetual existence.

     SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors, or any class of them, and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation, or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code, or

2

on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the court directs. If a majority and number representing three-fourths (3/4) in value of the creditors or class of creditors and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all the creditors or class of creditors and/or on all the stockholders or class of stockholders, of this Corporation, the case may be, and also on this Corporation.

     EIGHTH:

     1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

     2. The Board of Directors shall consist of not less than two (2) nor more than fifteen (15) persons, the exact numbers to be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of directors then in office.

     3. Whenever the Corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the Corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of this Certificate of Incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders, except as otherwise provided by applicable law; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

     NINTH: The personal liability of the director of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of clause (b) of §102 of the Delaware General Corporation Law, as the same may be amended or supplemented. The provisions of this Article Ninth are not intended to, and shall not, limit, supersede or modify any other defense available to a director under applicable law. Any repeal or modification of this Article Ninth by the stockholders of the Corporation shall not adversely

3

affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

     TENTH:

     1. The Corporation shall, to the fullest extent permitted by §145 of the Delaware General Corporation Law, as the same may be amended or supplemented (but in the case of any such amendment or supplement, only to the extent that such amendment or supplement permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment or supplement), indemnify any and all directors and officers whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. The Corporation may, in its sole discretion and to the fullest extent permitted by §145 of the Delaware General Corporation Law, as the same may be amended or supplemented, indemnify any and all employees and agents whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall continue as to a person who has ceased to be an employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

     2. The Corporation shall pay the expenses incurred in defending any proceeding against a director or officer which is or may be subject to indemnification pursuant to this Article Tenth in advance of final disposition of such proceeding; provided, however, that the payment of such expenses incurred by a director or officer shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or office is not entitled to be indemnified under this Article Tenth or otherwise. The Corporation may, in its sole discretion, advance expenses incurred by its employees or agents to the same extent as expenses may be advanced to its directors and officers hereunder.

     3. The rights conferred on any person by this Article Tenth shall be deemed contract rights and shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation or the Corporation’s Bylaws, agreement, or vote of stockholders or disinterested directors or otherwise.

4

     4. The Corporation may purchase and maintain insurance to protect itself and any other director, officer, employee or agent of the Corporation or any corporation, partnership, joint venture, trust or other enterprise against any liability, whether or not the Corporation would have the power to indemnify such person under the Delaware General Corporation Law.

     ELEVENTH:

     1. From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed in accordance with the laws of the State of Delaware.

     2. The Corporation’s Bylaws may be amended, added to or repealed by an affirmative vote of at least a majority of either (i) the shares of the Corporation’s capital stock entitled to vote thereon, or (ii) the Board of directors.

     The undersigned, being the incorporator, for the purpose of forming a Corporation under the laws of the State of Delaware does make, file and record this Certificate of Incorporation, does certify that the facts herein stated are true, and, accordingly, has here to set my hand and seal this 29th day of October, 2001.

/s/ J. Gregory Giffen  

J. Gregory Giffen, Incorporator 

5

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
PSI HOSPITALS, INC.

     PSI Hospitals, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. The name of the corporation is PSI Hospitals, Inc.

     2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following:

“FIRST: The name of the corporation (hereinafter called the “Corporation”) is Texas Hospital Holdings, Inc.”

     3. This amendment to the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

     4. This Certificate of Amendment to this Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.

     Dated this 15^th day of March, 2006.

PSI Hospital, Inc.
 

/s/ Christopher L. Howard  

Christopher L. Howard 

Vice President 

6

EX-3.103

EXHIBIT 3.103

ARTICLES OF INCORPORATION

OF

PINES TREATMENT CENTER, INC.

I.

     The name of the corporation is Pines Treatment Center, Inc.

II.

     The Corporation shall have authority to issue 5,000 shares.

III.

     The initial registered agent shall be Douglas A. Britton, Esq., a member of the Virginia State bar and a resident of the Commonwealth of Virginia whose business address is 870 World Trade Center, City of Norfolk, Virginia 23510, and is the same as the address of the initial registered office.

Date: 6/30/88	/s/ Louis J. Rogers
	Louis J. Rogers
	Incorporator

ARTICLES OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF PINES TREATMENT CENTER, INC.

I.

     The name of the Corporation is Pines Treatment Center, Inc.

II.

     Article I of the Articles of Incorporation shall be amended to state in its entirety as follows:

“The name of the corporation is The Pines Residential Treatment Center, Inc.”

III.

     The Amendment to the Articles of Incorporation as set forth in Article II hereof was adopted by Written Consent of the Sole Shareholder of the Pines Treatment Center, Inc., effective as of September 18, 1990.

PINES TREATMENT CENTER, INC.
By:	/s/ Thea M. Medvetz
	Thea M. Medvetz, Esq.
	Assistant Secretary

EX-3.104

EXHIBIT 3.104

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

RESTATED ARTICLES OF INCORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant to Section 33-10-107 of the 1976 South Carolina Code of Laws, as amended, the corporation hereby submits the following information:

1.	The name of the Corporation is Three Rivers SPE Manager, Inc.
2.	If the name of the Corporation has ever been changed, all of its former names:
	a)
		Name Specified in Original Articles of Incorporation
	b)
	c)
3.	The original articles of incorporation were filed on  March 9, 2005
4.	The registered office of the corporation is  2 Office Park Court, Suite 103
		Street Address
	in the city of Columbia                                , South Carolina 29223
		Zip Code
	and the registered agent at such address is National Registered Agents, Inc.
5.	The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable:
	a. þ	If the corporation is authorized to issue a single class of shares, the total number of shares authorized is  10,000          .
	b. o	The corporation is authorized to issue more than one class of shares:

Class of Shares Authorized No. of Each Class

The relative right, preference, and limitations of the shares of each class, and of each series within a class, are as follows:

6. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See the applicable provisions of Sections 33-2-101, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended):

Three Rivers SPE Manager, Inc.

Name of Corporation

7. Unless a delayed effective date is specified, this application will be effective upon acceptance for filing by the Secretary of State (See Section 33-1-230(b)of the 1976 South Carolina Code of Laws, as amended)

CERTIFICATE Accompanying the Restated
Articles of Incorporation

Check either A or B, whichever is applicable; and if B applies, complete the additional information requested:

A. o The attached restated articles of incorporation do not contain any amendments to the corporation’s articles of incorporation and have been duly approved by the corporation’s board of directors as authorized by Section 33-10-107(a) of the 1976 South Carolina Code of Laws, as amended.

B. x The attached restated articles of incorporation contain one or more amendments to the corporation’s articles of incorporation. Pursuant to Section 33-10-107(d)(2) also, the following information concerning the amendment(s) is hereby submitted:

1.	On January 2, 2007, the corporation adopted the following amendment(s) to its articles of incorporation:
	(Type or Attach the Complete Text of Each Amendment)
2.	The manner, if not set forth in the Amendment(s), in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).
3.	Complete either a or b, whichever is applicable.

a. x Amendment(s) adopted by shareholder action.

At the date of adoption of the Amendment(s), the number of outstanding shares of each voting group entitled to vote separately on the Amendment(s), and vote of such shares was:

	Number of		Number of		Number of Votes		Number of Undisputed*
Voting	Outstanding		Votes Entitled		Represented at		Shares Voted
Group	Shares		to be Cast		the Meeting		For		or	Against
Not Applicable		100		100		100		100			0

Note: Pursuant to Section 33-10-106(6)(1), the corporation can alternatively state the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.

b. o Amendment(s) was duly adopted by unanimous action or board of directors with shareholders approval pursuant to sections 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended and shareholder action was not required.

Date	Three Rivers SPE Manager, Inc.
	Name of Corporation
	/s/ Christopher L. Howard
	Signature
	Christopher L. Howard, VP and Secretary
	Type or Print Name and Office

EX-3.105

EXHIBIT 3.105

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF INCORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

1. The name of the proposed corporation is New Hope, Midlands, Inc.

2.	The initial registered office of the corporation is		9279 Medical Plaza Dr., Suite E
			Street Address
	North Charleston                Charleston		29418
	City	County	Zip Code
	and the initial registered agent at such address is		George H. Orvin, M.D.
			Print Name

3. The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable:

a.	þ	The corporation is authorized to issue a single class of shares, the total number of shares authorized is 100,000.
a.	o	The corporation is authorized to issue more that one class of shares:

Class of Shares Authorized No. of Each Class

The relative right, preference, and limitations of the shares of each class, and of each series within a class, are as follows:

4. The existence of the corporation shall begin as of the filing date with the Secretary of State unless a delayed date is indicated (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)                                                                                                       

5.	The optional provisions, which the corporation elects to include in the articles of incorporation, are as follows (See the applicable provisions of Sections 33-2-102, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended).
6.	The name, address, and signature of each incorporator is as follows (only one incorporator is required):

a.	George H. Orvin, M.D.
	Name
	9270 Medical Plaza Dr. Suite E, North Charleston, SC 29418
	Address
	/s/ George H. Orvin
	Signature

7. I, John F. McNeill, an attorney licensed to practice in the state of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation.

Date	March 3, 1989	/s/ John F. McNeill Signature
		John F. McNeill
		Type or Print Name
		P.O. Box 985
		Address
		Mt. Pleasant, SC 29465

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF AMENDMENT

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of the corporation is ABS New Hope, Midlands, Inc.

2. Date of Incorporation March 6, 1989

3. Agent’s Name and Address National Registered Agents, Inc., 2 Office Park Court, Suite 103 Columbia, SC 29223

4.	On April 27, 2007 the corporation adopted the following Amendment (s) of its Articles of Incorporation: (Type or attach the complete text of each Amendment)
	BE IT RESOLVED, that the legal name of the Corporation is hereby changed to Three Rivers Residential Treatment Midlands Campus, Inc. Articles of Amendment changing the name of the Corporation shall be filed with the South Carolina Secretary of State an with all other state corporation commissions in which the corporation has qualified as foreign corporation.
5.	The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”). not applicable
6.	Complete either “a” or “b”, whichever is applicable.

a. þ Amendment(s) adopted by shareholder action.
At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:

	Number of	Number of	Number of Votes	Number of Undisputed*
Voting	Outstanding	Votes Entitled	Represented at	Shares
Group	Shares	to be Cast	the meeting	For	or	Against
NA	1,000	1,000	1,000	1,000		0

ABS New Hope, Midlands, Inc.

Name of Corporation

*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

b. o The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder action was not required.

7. Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code of Laws, as amended) The effective date of this amendment shall be June 1, 2007

Date  April 30, 2007	ABS New Hope, Midlands, Inc.
	Name of Corporation
	/s/ Christopher L. Howard
	Signature
	Christopher L. Howard, VP & Secretary
	Type or Print Name and Office

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF AMENDMENT

TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of the corporation is New Hope, Midlands, Inc.

2. Date of Incorporation March 6, 1989

3. Agent’s Name and Address Jay S. Orvin, 7515 Northside Dr., N. Charleston, SC 29420

4. On January 7, 2005, the corporation adopted the following Amendment (s) of its Articles of Incorporation: (Type or attach the complete text of each Amendment)

Article I is hereby amended to read:

1. The name of the proposed corporation is:       ABS New Hope Midlands, Inc.

5.	The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: (if not applicable, insert “not applicable” or “NA”).
	N/A
6.	Complete either “a” or “b”, whichever is applicable.

a. þ Amendment(s) adopted by shareholder action.
At the date of adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:

	Number of	Number of	Number of Votes	Number of Undisputed*
Voting	Outstanding	Votes Entitled	Represented at	Shares
Group	Shares	to be Cast	the meeting	For	or	Against
NA	1,000	1,000	1,000	1,000 For

New Hope, Midlands, Inc.

Name of Corporation

*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.

b. o The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder action was not required.

7. Unless a delayed dated is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (See Section 33-1-230(b) of 1976 South Carolina Code of Laws, as amended) ______________________________

Date  1/7/05	New Hope, Midlands, Inc.
	Name of Corporation
	/s/ Edward C. Irby, Jr.
	Signature
	Edward C. Irby, Jr., President
	Type or Print Name and Office

EX-3.109

EXHIBIT 3.109

ARTICLES OF INCORPORATION

OF

WINDMOOR HEALTHCARE INC.

The undersigned incorporator, for the purpose of forming a corporation under the Florida Business Corporation Act, hereby adopts the following Articles of Incorporation.

ARTICLE I            NAME

The name of the corporation shall be:

WINDMOOR HEALTHCARE INC.

ARTICLE II            PRINCIPAL OFFICE

The mailing address of this corporation shall be:

c/o Coll & Auclair, P.C., Suite 106, 1 Veterans Square, Media, PA 19063

ARTICLE III            CAPITAL STOCK

The number of shares of stock that this corporation is authorized to have outstanding at any one time is:

One Thousand (1,000) Shares Without Par Value

ARTICLE IV            INITIAL REGISTERED AGENT AND ADDRESS

The name and address of the initial registered agent is:

Edwin F. Blanton                      825 Thomasville Rd., Tallahassee, FL 32303

ARTICLE V            INCORPORATOR

The name and street address of the incorporator to these Articles of Incorporation is:

Edwin F. Blanton                      825 Thomasville Rd., Tallahassee, FL 32303

The undersigned has executed these Articles of Incorporation this 15th day of August, 1997.

/s/ Edwin F. Blanton  

Edwin F. Blanton, 

Incorporator 

CERTIFICATE OF DESIGNATION
REGISTERED AGENT/REGISTERED OFFICE

Pursuant to the provisions of section 607.0501, Florida Statutes, the undersigned corporation, organized under the laws of the State of Florida, submits the following statement in designating the registered office/registered agent, in the State of Florida.

1. The name of the corporation is:

WINDMOOR HEALTHCARE INC.

2. The name and address of the registered agent and office is:

Edwin F. Blanton                      825 Thomasville Rd., Tallahassee, FL 32303

Signature	/s/ Edwin F. Blanton
	Edwin F. Blanton
Title:	Incorporator
Date:	August 15, 1997

HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES, AND I AM FAMILIAR WITH AND ACCEPT THE OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.

/s/ Edwin F. Blanton
	Edwin F. Blanton
Date:	August 15, 1997

EX-3.110

EXHIBIT 3.110

CERTIFICATE OF INCORPORATION

OF

HCRI ACQUISITION II, INC.

     1. The name of the corporation is: HCRI Acquisition II, Inc.

     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

     To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the goodwill, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, chooses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or person, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other

political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

     To borrow or raise money for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient: to the conduct, promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except where otherwise express, be in nowise limited or restricted by reference to, or inference from, the terms of any other clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent businesses and purposes.

     4. The total number of shares of stock which the corporation shall have authority to issue is: One thousand (1,000); all of such shares shall be without par value.

     5. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
John V. Ivsan, Esq.	1000 Jackson, Toledo, Ohio 43624

     The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

NAME	MAILING ADDRESS
George L. Chapman	One SeaGate, Suite 1500
	P. O. Box 1475
	Toledo, Ohio 43603-1475

     6. The corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

     To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

     To designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its goodwill and its corporate franchises, upon such terms

and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

     8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

     Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for his corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for his corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

     9. The corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174

of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 17th day of September, 1997.

/s/ John V. Ivsan  

John V. Ivsan, Incorporator 

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

OF

HCRI ACQUISITION II, INC.

     The undersigned, being the sole incorporator (the “Incorporator”) of HCRI Acquisition II, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

     FIRST: That Article 1 of the Certificate of Incorporation be and it hereby is amended to read as follows:

     1. The name of the corporation is: Windmoor Healthcare of Pinellas Park, Inc.

     SECOND: That the corporation has not received any payment for any of its stock.

     THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, I have signed this certificate this 14^th day of November, 1997.

/s/ John V. Ivsan  

John V. Ivsan, Incorporator 

EX-3.113

EXHIBIT 3.113

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION OF
ABS LINCS, LLC

        The undersigned, pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, states as follows:

1.	The name of the limited liability company is:
	ABS LINCS, LLC.
2.	The address of the initial registered office is:
	240 Corporate Boulevard, Norfolk, Virginia, 23502, which is located in the city of Norfolk.
3.	The registered agent’s name is Rebecca H. White, whose business address is identical to the registered office. The initial registered agent is an individual who resides in the Commonwealth of Virginia and who is an officer of the corporation that is a member of the limited liability company.
4.	The post office address of the principal office of the limited liability company where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is: 240 Corporate Boulevard, Norfolk, Virginia 23502.
5.	The limited liability company shall be managed by one or more managers elected by the members and only such managers, and not the members, shall have any power or authority to act for or on behalf of or to bind the limited liability company.
6.	The operating agreement of the limited liability company shall be in writing, and may only be amended by an instrument in writing.
7.	To the full extent that the Virginia Limited Liability Company Act (the “Act”), as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of a Member and Manager, a Member or Manager of the limited liability company shall not be liable to the limited liability company or its Members for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.
	The limited liability company shall indemnify an individual made a party to a proceeding because he is or was a Member or Manager of the limited liability company against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the limited liability company, that

	his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a Member or Manager has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The limited liability company may not indemnify (1) in connection with a proceeding by or in the right of the limited liability company in which the Member or Manager was adjudged liable to the limited liability company, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.
	The limited liability company shall pay for or reimburse the reasonable expenses incurred by a Member or Manager who is party to a proceeding in advance of final disposition of the proceeding if (1) the Member or Manager furnishes the limited liability company a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the Member or Manager furnishes the limited liability company a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.
	All terms defined in Article 10 of the Virginia Stock Corporation Act as adopted by reference in the Act, and as enacted and in effect on the date of these articles of organization, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this item number 7 shall not adversely affect any right or protection of a Member or Manager of the limited liability company for or with respect to any acts or omissions of such Member or Manager occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the Member or Manager has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.
8.	Signature:

/s/ Rebecca H. White

Rebecca H. White, Organizer

Dated:   February 10, 2003

2

EX-3.114

EXHIBIT 3.114

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION OF
DC LINCS, LLC

        The undersigned, pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, states as follows:

1.	The name of the limited liability company is:
	DC LINCS, LLC.
2.	The address of the initial registered office is:
	240 Corporate Boulevard, Norfolk, Virginia, 23502, which is located in the city of Norfolk.
3.	The registered agent’s name is William J. Newman, whose business address is 909 East Main Street, Suite 1200, Richmond, Virginia 23219. The initial registered agent is an individual who resides in the Commonwealth of Virginia and who is a member of the Virginia State Bar.
4.	The post office address of the principal office of the limited liability company where the records will be maintained pursuant to Virginia Code Section 13.1-1028 is: 240 Corporate Boulevard, Norfolk, Virginia 23502.
5.	The limited liability company shall be managed by one or more managers elected by the members and only such managers, and not the members, shall have any power or authority to act for or on behalf of or to bind the limited liability company.
6.	The operating agreement of the limited liability company shall be in writing, and may only be amended by an instrument in writing.
7.	To the full extent that the Virginia Limited Liability Company Act (the “Act”), as it exists on the date hereof or may hereinafter be amended, permits the limitation or elimination of the liability of a Member and Manager, a Member or Manager of the limited liability company shall not be liable to the limited liability company or its Members for monetary damages. If elimination of the liability is not permitted, the limitation of liability shall be (1) $1.00 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (2) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated.

1

The limited liability company shall indemnify an individual made a party to a proceeding because he is or was a Member or Manager of the limited liability company against liability incurred in the proceeding if he conducted himself in good faith, and he believed, in the case of his conduct in his official capacity with the limited liability company, that his conduct was in its best interest; and in all other cases, that his conduct was at least not opposed to its best interests and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The determination whether a Member or Manager has met this standard of conduct shall be determined in the manner fixed by statute with respect to statutory indemnification. The limited liability company may not indemnify (1) in connection with a proceeding by or in the right of the limited liability in which the Member or Manager was adjudged liable to the limited liability company, or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

The limited liability company shall pay for or reimburse the reasonable expenses incurred by a Member or Manager who is party to a proceeding in advance of final disposition of the proceeding if (1) the Member or Manager furnishes the limited liability company a written statement of his good faith belief that he has met the standard of conduct described herein, (2) the Member or Manager furnishes the limited liability company a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct, and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification.

All terms defined in Article 10 of the Virginia Stock Corporation Act as adopted by reference in the Act, and as enacted and in effect on the date of these articles of organization, shall have the same meaning when used in this article. In the event that any provision of this article is determined to be unenforceable as being contrary to public policy, the remaining provisions shall continue to be enforced to the maximum extent permitted by law. Any indemnification under this article shall apply to a person who has ceased to have the capacity referred to herein, and may inure to the benefit of the heirs, executors and administrators of such a person. Any amendment to or repeal of this item number 7 shall not adversely affect any right or protection of a Member or Manager of the limited liability company for or with respect to any acts or omissions of such Member or Manager occurring prior to such amendment or repeal. Notwithstanding the foregoing, payments under this section with respect to a claim for indemnification shall be reduced to the extent the Member or Manager has not made reasonable efforts to reduce the amount of an indemnified loss by seeking contributions from other sources.

2

8. Signature:

/s/ William J. Newman, Jr.

William J. Newman, Jr., Organizer

Dated:   December 29, 2005

3

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF AMENDMENT TO THE
ARTICLES OF ORGANIZATION OF
DC LINCS, LLC

ONE

     The name of the limited liability company is DC LINCS, LLC.

TWO

     Article 1 of the Articles of Organization of the Company shall be deleted in its entirety and the following substituted in place thereof:

1. The name of the limited liability company is: ABS LINCS DC, LLC.

THREE

        The amendment to the articles of organization was approved by the person who formed the limited liability company. The limited liability company has no members or managers.

/s/ William J. Newman, Jr.	Date	3/8/06
William J. Newman, Jr., Organizer

EX-3.115

EXHIBIT 3.115

CERTIFICATE OF FORMATION
OF
PSI CROSSINGS, LLC

          The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”, hereby certifies that:

          FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is PSI Crossings, LLC

          SECOND: The address of the registered office of the limited liability company in the State of Delaware is 9 East Loockerman Street, Suite 1B, Dover, County of Kent, Delaware 19901. The name of the registered agent of the Corporation in the State of Delaware at the registered office is National Registered Agents, Inc.

          THIRD: The principal office address of the limited liability company is 840 Crescent Center Drive, Suite 460, Franklin, Williamson County, Tennessee 37067.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 17th day of December, 2004.

/s/ E. Brent Hill  

E. Brent Hill, Esq. 

Authorized Person 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF FORMATION
OF
PSI CROSSINGS, LLC

          PSI Crossings, LLC (hereinafter called the “Company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

1.	The name of the limited liability company is PSI Crossings, LLC.
2.	The Certificate of Formation of the Company is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following new Article:
	“FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Alliance Crossings, LLC.”
3.	This Certificate of Amendment to the Certificate of Formation of the Company shall be effective on March 31, 2006.

Executed on this 15th day of March, 2006.

PSI CROSSINGS, LLC
By:	/s/ Christopher L. Howard
	Christopher L. Howard
	Vice President

EX-3.116

EXHIBIT 3.116

CERTIFICATE OF FORMATION
OF
ATLANTIC SHORES HOSPITAL, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

I.

     The name of the limited liability company (the “LLC”) is Atlantic Shores Hospital, LLC.

II.

     The address of the registered office of the LLC in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, County of Kent, Delaware 19904. The name of the LLC’s registered agent for service of process in the State of Delaware at such address is National Registered Agents, Inc.

III.

     This Certificate of Formation shall be effective upon filing of the Certificate in the Office of the Secretary of State of the State of Delaware.

IV.

     The principle address of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Tennessee 37067.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Atlantic Shores Hospital, LLC on this the 8th day of November, 2005.

By:	/s/ E. Brent Hill
	E. Brent Hill, Esq.
	Authorized Person

EX-3.117

EXHIBIT 3.117

CERTIFICATE OF FORMATION
OF
BEHAVIORAL HEALTHCARE LLC

          The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

          1. The name of the limited liability company (the “LLC”) is Behavioral Healthcare LLC.

          2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, Delaware. The name of its registered agent at such address is National Registered Agents, Inc.

          3. This Certificate of Formation shall be effective at 11:59 p.m. on September 30, 2005.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28^th day of September, 2005.

/s/ Steven T. Davidson  

Steven T. Davidson 

EX-3.124

EXHIBIT 3.124

CERTIFICATE OF FORMATION
OF
BHC PROPERTIES, LLC

     Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1. The limited liability company will be formed at 11:59 p.m. on September 30, 2005.

Signature Date: September 28, 2005

BHC PROPERTIES, LLC
 

   /s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr., Authorized Person 

Articles of Organization

Name

     The name of the limited liability company is BHC Properties, LLC (the “LLC”).

Registered Office and Agent

     The address of the registered office is 840 Crescent Centre Drive, Suite 460, Williamson County, Franklin, Tennessee 37067. The name of the initial registered agent is Rulon M. Briscoe.

Organizer

     John J. Faldetta, Jr., Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

     At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

     The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on September 30, 2005.

Management

     The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its sole member in accordance with the LLC’s operating agreement and the Tennessee Limited Liability Company Act.

Principal Executive Office

     The principal executive office of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Williamson County, Tennessee 37067.

EX-3.125

EXHIBIT 3.125

ARTICLES OF ORGANIZATION

Name

     The name of the limited liability company is “Collaborative Care LLC” (the “Company”).

Registered Office and Agent

     The name of the initial registered agent is Rulon M. Briscoe. The address of the registered office is 6640 Carothers Parkway, Suite 500, Williamson County, Franklin, Tennessee 37067.

Management

     The limited liability company will be member managed.

Number of Members

     At the date of the filing of the Articles of Organization there is one member.

Date of Formation

     The effective date and time of these Articles of Organization is December 31, 2006 at 11:59pm.

Principal Executive Office

     The address of the principal executive office of the Company is 6640 Carothers Parkway, Suite 500, Franklin, Tennessee 37067.

Organizer

     Ramin M. Olson, Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

     Dated as of December 27, 2006.

COLLABORATIVE CARE LLC
By: Name:	/s/ Ramin M. Olson Ramin M. Olson
Title:	Organizer

EX-3.127

EXHIBIT 3.127

CERTIFICATE OF FORMATION
OF
COLUMBUS HOSPITAL PARTNERS, LLC

     Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1. The limited liability company will be formed at 11:59 p.m. on September 30, 2005.

Signature Date: September 28, 2005

COLUMBUS HOSPITAL PARTNERS, LLC
 

/s/ John J. Faldetta, Jr  

John J. Faldetta, Jr., Authorized Person 

Articles of Organization

Name

     The name of the limited liability company is Columbus Hospital Partners, LLC (the “LLC”).

Registered Office and Agent

     The address of the registered office is 840 Crescent Centre Drive, Suite 460, Williamson County, Franklin, Tennessee 37067. The name of the initial registered agent is Rulon M. Briscoe.

Organizer

     John J. Faldetta, Jr., Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

     At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

     The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on September 30, 2005.

Management

     The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its sole member in accordance with the LLC’s operating agreement and the Tennessee Limited Liability Company Act.

Principal Executive Office

     The principal executive office of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Williamson County, Tennessee 37067.

EX-3.128

EXHIBIT 3.128

ARTICLES OF ORGANIZATION

OF

AHS CUMBERLAND HOSPITAL, LLC

     The undersigned organizer, desiring to form a limited liability company pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, hereby states the following:

     1. Name. The name of the limited liability company is AHS Cumberland Hospital, LLC.

     2. Registered Agent And Registered Office. The initial registered agent of the limited liability company is an individual who is a resident of Virginia and a member of the Virginia Bar. The name and address of such agent are:

Beverley L. Crump, Esq.
11 South 12^th Street,
City of Richmond, Virginia 23219

     3. Principal Office. The address of the initial principal office of the limited liability company is:

102 Woodmont Boulevard
Suite 800
Nashville, Tennessee 37205

     In Witness Whereof, the undersigned has duly executed these Articles of Organization this 21^st day of March, 2002.

/s/ Jonathan M. Skeeters

Jonathan M. Skeeters, Organizer

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

LLC-1014N
(07/05) ARTICLES OF AMENDMENT

CHANGING THE NAME OF A VIRGINIA LIMITED LIABILITY COMPANY By the Members

     The undersigned, pursuant to § 13.1-1014 of the Code of Virginia, executes these articles and states as follows:

1.	The current name of the limited liability company is
	AHS Cumberland Hospitial, LLC                                                               .
2.	The name of the limited liability company is changed to
	Cumberland Hospitial, LLC                                                               .
3.	The foregoing amendment was adopted by a majority vote of the members entitled to
	vote on                      September 28, 2005 by consent                                                               .
	(date)
4.	CHECK IF APPLICABLE (see instructions):

o The person signing this document on behalf of the limited liability company has been delegated the right and power to manage the company’s business and affairs.

Executed in the name of the limited liability company by:

(signature)	(date)
(printed name)	(title)
(limited liability company’s SCC ID no.)	(telephone number (optional))

EX-3.129

EXHIBIT 3.129

CERTIFICATE OF FORMATION

OF

DIAMOND GROVE CENTER, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

I.

     The name of the limited liability company (the “LLC”) is Diamond Grove Center, LLC.

II.

     The address of the registered office of the LLC in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, County of Kent, Delaware 19904. The name of the LLC’s registered agent for service of process in the State of Delaware at such address is National Registered Agents, Inc.

III.

     This Certificate of Formation shall be effective upon filing of the Certificate in the Office of the Secretary of State of the State of Delaware.

IV.

     The principle address of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Tennessee, 37067.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Diamond Grove Center, LLC on this the 17th day of March, 2006.

By:	/s/ E. Brent Hill
	E. Brent Hill, Esq.
	Authorized Person

EX-3.130

EXHIBIT 3.130

CERTIFICATE OF FORMATION

OF

HHC KINGWOOD INVESTMENT, LLC

     This Certificate of Formation of HHC KINGWOOD INVESTMENT, LLC, dated as of January 10, 2006, is being duly executed and filed by the undersigned authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del C. § 18-101, et seq.).

     1. Name. The name of the limited liability company formed hereby is HHC Kingwood Investment, LLC (the “Company”).

     2. Registered Office. The address of the registered office of the Company in the State of Delaware is Suite 200, 103 Foulk Road, Wilmington, Delaware 19803.

     3. Registered Agent. The name of the registered agent for service of process on the Company in the State of Delaware is CSC Entity Services, LLC #9272016.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ Harold F. Kalbach, Jr.

Harold F. Kalbach, Jr., Authorized Person

EX-3.131

EXHIBIT 3.131

ARTICLES OF ORGANIZATION

OF

HHC SERVICES, LLC

     I, the undersigned natural person of the age of eighteen (18) years or more, acting as organizer of a limited liability company under the Texas Limited Liability Company Act, do hereby adopt the following Articles of Organization for such limited liability company.

ARTICLE I

     The name of the limited liability company is HHC Services, LLC.

ARTICLE II

     The period of its duration is perpetual.

ARTICLE III

     The purpose or purposes for which the limited liability company is organized are:

To transact any or all lawful business for which limited liability companies may be organized under the Texas Limited Liability Company Act.

To do everything necessary, proper, advisable or convenient for the accomplishment or furtherance of such purposes provided the same are not prohibited by the laws of the State of Texas.

ARTICLE IV

     The principal place of business of the limited liability company in the State of Texas is 1500 Waters Ridge Drive, Lewisville, Texas 75057.

ARTICLE V

     The address of the initial statutory registered office of the limited liability company is 350 N. St. Paul, Suite 2900, Dallas, Texas 75201, and the name of its initial registered agent at such address is C T Corporation System.

ARTICLE VI

     The limited liability company shall be managed by members. The number of initial members is one (1) and the name and address of the initial member is as follows:

NAME	ADDRESS
Horizon Health Corporation	1500 Waters Ridge Drive Lewisville, Texas 75057

ARTICLE VII

     To the full extent permitted by Texas law, no member of the limited liability company shall be liable to the limited liability company or its members for monetary damages for an act or omission in such member’s capacity as a member of the limited liability company. The foregoing elimination of the members’ liability to the limited liability company or its members for monetary damages shall not be deemed exclusive of any other rights or limitations of liability or indemnity to which a member may be entitled under any other provision of the Articles of Organization or Regulations of the limited liability company, contract, or agreement, vote of members and/or disinterested members of the limited liability company, or otherwise. If the Texas Limited Liability Company Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law is amended to authorize action further eliminating or limiting the liability of members, then the liability of a member of the limited liability company shall be eliminated or limited to the fullest extent permitted by the Texas Limited Liability Company Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable laws, as so amended.

     Any repeal or modification of the foregoing paragraph by the members shall not adversely effect any right or protection of a member existing at the time of any such repeal or modification.

ARTICLE VIII

     The name and address of the organizer is:

Melissa M. Webb
901 Main Street, Suite 4400
Dallas, Texas 75202

     IN WITNESS WHEREOF, I have hereunto set my hand this 13^th day of September, 2005.

/s/ Melissa M. Webb

Melissa M. Webb, Organizer

2

EX-3.132

EXHIBIT 3.132

CERTIFICATE OF FORMATION

OF

HOLLY HILL HOSPITAL, LLC

     Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1. The limited liability company will be formed at 11:59 p.m. on September 30, 2005.

Signature Date: September 28, 2005

HOLLY HILL HOSPITAL, LLC
 

/s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr., Authorized Person 

Articles of Organization

Name

     The name of the limited liability company is Holly Hill Hospital, LLC (the “LLC”).

Registered Office and Agent

     The address of the registered office is 840 Crescent Centre Drive, Suite 460, Williamson County, Franklin, Tennessee 37067. The name of the initial registered agent is Rulon M. Briscoe.

Organizer

     John J. Faldetta, Jr., Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

     At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

     The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on September 30, 2005.

Management

     The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its sole member in accordance with the LLC’s operating agreement and the Tennessee Limited Liability Company Act.

Principal Executive Office

     The principal executive office of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Williamson County, Tennessee 37067.

EX-3.133

EXHIBIT 3.133

COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION OF
HUGHES CENTER, LLC

     The undersigned pursuant to Chapters 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

     1. The name of the limited liability company is Hughes Center, LLC.

     2. The name of the limited liability company’s initial registered agent is National Registered Agents, Inc., a Delaware corporation authorized to transact business in Virginia.

     3.  The limited liability company’s initial registered office address, which is identical to the business address of the initial registered agent, is 526 King Street, Alexandria, Virginia 22314, which is physically located in the city of Alexandria.

     4. The limited liability company’s initial principal office address is 6640 Carothers Parkway, Suite 500, Franklin, TN 37067.

     5. Signature:

/s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr., Organizer

Dated:    March 20, 2007

EX-3.134

EXHIBIT 3.134

CERTIFICATE OF FORMATION

OF

INDIANA PSYCHIATRIC INSTITUTES, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

     1. The name of the limited liability company (the “LLC”) is Indiana Psychiatric Institutes, LLC.

     2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, Delaware. The name of its registered agent at such address is National Registered Agents, Inc.

     3. This Certificate of Formation shall be effective at 11:59 p.m. on September 30, 2005.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28^th day of September, 2005.

/s/ Steven T. Davidson  

Steven T. Davidson 

EX-3.135

EXHIBIT 3.135

Form 205

Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX. 512/463-5709

Filing Fee; S200 Articles of Organization

Pursuant to Article 1528n, Texas Limited

Liability Company Act

fhs name of On United labllty company Is at set forth below:

Kingwood Pines Hospital, LLC

The name ol Ihe entity must contain the word* “limited Liability Company* or “Limited Company,’ or en accepted abbreviation of such terns. The me must not be the tame as, deceptively sfcnDar to or aknler to that of an existing corporate, fruited liaclfty compiny, or llmted partnership me on file with he gecratary of stats. A preftnjnary check far the “name arvaHaibillty’ ¦ recommended.

A. The inItial registered agent Is an organization (cannot be company named above) by the name of:

OR

B, the initial registered agent is an individual resident of the state whose name Is set forth below:

Name Jerry G Browder

C. The business address of the registered agent and the registered office address Is: Istreet Address; 504 Seville Road, Ste 201 Denton TX 76205

meiit (Complete items A ui B\

PA. The limited liability company is to be managed by managers.”

OR

0B. Trie limited liability company wll not have managers. Management of the company is reserved to the members,

The names and addresses of the Initial members are set forth below:

Jerry G Browder

ruie: Managing Member

(Street Address:

504 Seville Road, Ste 201

Denton TX, USA 76205

The period of duration is perpetual

The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized.

1

the attached addendum, if any, incorporated herein by reference.] The name and address of the orGANIzer is set forth below.

John R. Boyer, Jr. Nine Greenway Plaza, Suite 3100, Houston, Texas 77046

lA The) doCumant will BECOME effective when the document BE FILED by the SECRETARY of data.

OR

8 This document will bEcom EFFECTIVE at i later data. nMeh la not mm than ninety (gin day* from the data of to flhtig by tht nvttoy oj

state The delayed effective data jat

EXECUTION

The undERSIGNED organizer algna these articLeS of organization Subject to the peneltfee Imposed by law *or Ihe submission of ¦ fact* or fraudulent ioajme.it.

JohnR. Boyer, Jr.

[Signature of Organizer

FILING OFFICE COPY

2

Form 404
(revised 9/05)

  Return in Duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: $150  
Articles of Amendment
Pursuant to Article 4.04,
    Texas Business
   Corporation Act This space reserved for office use.                     

Article 1 —Name

The name of the corporation is as set forth below:

Kingwood Pines Hospital, LLC

State the name of the entity as it is currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name in Article 1.

The filing number issued to the corporation by the secretary of state is: 800445612

Article 2—Amended Name

(If the purpose of the articles of amendment is to change the name of the corporation, then use the following statement)

The amendment changes the articles of incorporation to change the article that names the corporation. The article in the Articles of Incorporation is amended to read as follows:

The name of the corporation is (state the new name of the corporation below)

The name of the entity must contain an organizational designation or accepted abbreviation of such term. The name must not be the same as, deceptively similar to, or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 3 —Amendment to Registered Agent/Registered Office

The amendment changes the articles of incorporation to change the article stating the registered agent and the registered office address of the corporation. The article is amended to read as follows:

Registered Agent of the Corporation
(Complete either A or B, but not both. Also complete C.)

o A. The registered agent is an organization (cannot be corporation named above) by the name of:

OR

o B. The registered agent is an individual resident of the state whose name is set forth below.

First Name MI Last Name Suffix

Registered Office of the Corporation (Cannot be a P.O. Box.)

C. The business address of the registered agent and the registered office address is:
Street Address	City	State	Zip Code
		TX

3

Article 4 — Other Altered, Added, or Deleted Provisions

Other changes or additions to the articles of incorporation may be made in the space provided below. If the space provided is insufficient to meet your needs, you may incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

The amendment changes the articles of incorporation to change the article stating the street address of Management of the corporation, under Article 3. The article is amended to read as follows:

Street Address:
2941 South Lake Vista Drive, Lewisville, Texas, USA 75067.  

Article 5—Statement of Approval

The amendments to the articles of incorporation have been approved in the manner required by the Texas Business Corporation Act and by the constituent documents of the corporation.

Effectiveness of Filing

A. þ This document will become effective when the document is filed by the secretary of state.

OR

B. o This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is                       

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

12-1-06               

               Date

By:	Horizon Health Hospital Services, Inc. Sole Member
	/s/ David K. Meyercord
	Signature of Authorized Officer
	David K. Meyercord
	Executive VP & Secretary

4

EX-3.136

EXHIBIT 3.136

ARTICLES OF ORGANIZATION
FOR
HEART OF FLORIDA BEHAVIORAL, LLC

ARTICLE I
Name.

The name of the limited liability company is Heart of Florida Behavioral, LLC (the “Company”).

ARTICLE II
Address.

The mailing address and street address of the principal office of the Company is Heart of Florida Behavioral, LLC, 840 Crescent Centre Drive, Suite 460, Franklin, Tennessee 37067.

ARTICLE III
Registered Agent, Registered Office, and Registered Agent’s Signature.

The name and the Florida street address of the registered agent are:

NRAI Services, Inc.
2731 Executive Park Drive, Suite 4
Weston, Florida 33331

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, Florida Statutes.

NRAI Services, Inc.

By:	/s/ Eileen Chaddock
	Registered Agent’s Signature

ARTICLE IV
Manager(s) or Managing Member(s).

The name and address of each Manager or Managing Member is as follows:

Title:	Name and Address:
MGRM	Premier Behavioral Solutions, Inc.
	840 Crescent Centre Drive, Suite 460
	Franklin, Tennessee 37067

PREMIER BEHAVIORAL SOLUTION, INC.,
sole member
 

/s/ Chris Howard  

By: Chris Howard, Vice President & Secretary 

ARTICLES OF AMENDMENT
TO
ARTICLES OF ORGANIZATION
OF
HEART OF FLORIDA BEHAVIORAL, LLC

FIRST: The date of filing of the articles of organization was July 13, 2006 and assigned document number L06000069867.

SECOND: The following amendment to the articles of organization was adopted by the limited liability company:

“ARTICLE I
Name.

     The name of the limited liability company is Lakeland Behavioral, LLC (the “Company”).”

Dated: August 16, 2006	/s/ Christopher L. Howard
	Christopher L. Howard, Vice President and Secretary

EX-3.137

EXHIBIT 3.137

CERTIFICATE OF FORMATION
OF
LEBANON HOSPITAL PARTNERS, LLC

     Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1. The limited liability company will be formed at 11:59 p.m. on September 30, 2005.

Signature Date: September 28, 2005

LEBANON HOSPITAL PARTNERS, LLC
 

/s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr., Authorized Person 

Articles of Organization

Name

     The name of the limited liability company is Lebanon Hospital Partners, LLC (the “LLC”).

Registered Office and Agent

     The address of the registered office is 840 Crescent Centre Drive, Suite 460, Williamson County, Franklin, Tennessee 37067. The name of the initial registered agent is Rulon M. Briscoe.

Organizer

     John J. Faldetta, Jr., Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

     At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

     The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on September 30, 2005.

Management

     The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its sole member in accordance with the LLC’s operating agreement and the Tennessee Limited Liability Company Act.

Principal Executive Office

     The principal executive office of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Williamson County, Tennessee 37067.

EX-3.138

EXHIBIT 3.138

CERTIFICATE OF FORMATION
OF
WHISPER RIDGE OF STAUNTON, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

     1. The name of the limited liability company (the “LLC”) is Whisper Ridge of Staunton, LLC.

     2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, Delaware. The name of its registered agent at such address is National Registered Agents, Inc.

     3. This Certificate of Formation shall be effective at 11:59 p.m. on September 30, 2005.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28^th day of September, 2005.

/s/ Steven T. Davidson  

Steven T. Davidson 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF FORMATION
OF
WHISPER RIDGE OF STAUNTON, LLC

     Whisper Ridge of Staunton, LLC (hereinafter called the “Company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

1.	The name of the limited liability company is Whisper Ridge of Staunton, LLC.
2.	The Certificate of Formation of the Company is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following new Article:
	“FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Liberty Point Behavioral Healthcare, LLC.”

3. This Certificate of Amendment to the Certificate of Formation of the Company shall be effective on March 31, 2006.

     Executed on this 15^th day of March, 2006.

WHISPER RIDGE OF STAUNTON, LLC
By:	/s/ Christopher L. Howard
	Christopher L. Howard
	Vice President

EX-3.139

EXHIBIT 3.139

ARTICLES OF INCORPORATION

OF

BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.

     We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Utah Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

     FIRST: The name of the corporation is

BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.

     SECOND: The period of its duration is Perpetual.

     THIRD: The purpose or purposes for which the corporation is organized are:

     The corporation is organized for the purpose of engaging in the development and operation of a free standing treatment facility for the treatment of adult, adolescent and child psychiatry and for the treatment of alcohol and substance abuse and any lawful act or activity.

     FOURTH: The aggregate number of shares which the corporation shall have authority to issue is Fifty Thousand Dollars ($50,000.00) of the par value of One Dollar ($1.00) each.

1

     FIFTH: The corporation will not commence business until consideration of the value of at least $1,000 has been received for the issuance of shares.

     SIXTH: Provisions limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation are:

     No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or other securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the board of directors to such persons and on such terms as in its discretion it shall deem advisable.

     SEVENTH: The post office address of its initial registered office is 170 South Main Street, c/o C T Corporation System, Salt Lake City, Utah 84101, and the name of its initial registered agent at such address is C T Corporation System.

     EIGHTH: The number of directors constituting the initial board of directors of the corporation is four (4), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Charles A. Speir	2000 Southbridge Parkway
	Suite 200
	Birmingham, Alabama 35209

2

NAME	ADDRESS
Kerry G. Teel	2000 Southbridge Parkway
	Suite 200
	Birmingham, Alabama 35209
Carl M. Holden, Jr.	2000 Southbridge Parkway
	Suite 200
	Birmingham, Alabama 35209
Arthur P. Bolten, III	2000 Southbridge Parkway
	Suite 200
	Birmingham, Alabama 35209

     NINTH: The name and address of each incorporator is:

NAME	ADDRESS
M. E. Kraemer	2 Peachtree St., N. W.
	Atlanta, GA 30383
T. S. Merker	2 Peachtree St., N. W.
	Atlanta, GA 30383
G. F. Robinson	2 Peachtree St., N. W.
	Atlanta, GA 30383

          Dated  March 6, 1985.

/s/ M. E. Kraemer  

M. E. Kraemer 

/s/ T. S. Merker  

T. S. Merker 

/s/ G. F. Robinson  

G. F. Robinson 

3

STATE OF GEORGIA	)
	)	SS.
COUNTY OF FULTON	)

     I, Kathy L. Slayman, a notary public, hereby certify that on the 6 day of March , 1985, personally appeared before me M. E. Kraemer. T. S. Merker, and G. F. Robinson, who being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true.

     In witness whereof I have hereunto set my hand and seal this 6 day of March , A.D. 1985.

     My Commission expires:

/s/ Kathy L. Slayman  

Notary Public 

4

State of Utah
DEPARTMENT OF COMMERCE
Division of Corporations & Commercial Code

Articles of Amendment to Articles of Incorporation (Profit)

Pursuant to UCA §16-10a part 10, the individual named below causes this Amendment to the Articles Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follows:

1.	The name of the corporation is: Bountiful Psychiatric Hospital, Inc.
2.	The date the following amendment(s) was adopted: February 28, 2006
3.	If changing the corporation name, the new name of the corporation is: Benchmark Behavioral Health System, Inc.
4.	The text of each amendment adopted (include attachment if additional space needed):
	First: The name of the corporation is Benchmark Behavioral Health System, Inc.
5.	If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself: N/A
6.	Indicate the manner in which the amendment(s) was adopted (mark only one):

o No shares have been issued or directors elected — Adopted by Incorporator(s)

o No shares have been issued but directors have been elected — Adopted by the board of directors

o Shares have been issued but shareholder action was not required — Adopted by the board of directors

þ The number of votes cast for the amendment(s) by each voting group entitled to vote separately on the amendment(s) was sufficient for approval by that voting group - Adopted by the shareholders

7. Delayed effective date (if not to be effective upon filing) March 31, 2006 (not to exceed 90 days)

Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

By: /s/ Christopher L. Howard Title: Vice President

Dated this 15^th day of March, 2006

5

EX-3.140

EXHIBIT 3.140

CERTIFICATE OF FORMATION
OF
NORTHERN INDIANA PARTNERS, LLC

Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1. The limited liability company will be formed at 11:59 p.m. on September 30, 2005.

Signature Date: September 28, 2005

NORTHERN INDIANA PARTNERS, LLC
 

/s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr., Authorized Person 

Articles of Organization

Name

     The name of the limited liability company is Northern Indiana Partners, LLC (the “LLC”).

Registered Office and Agent

     The address of the registered office is 840 Crescent Centre Drive, Suite 460, Williamson County, Franklin, Tennessee 37067. The name of the initial registered agent is Rulon M. Briscoe.

Organizer

     John J. Faldetta, Jr., Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

     At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

     The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on September 30, 2005.

Management

     The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its sole member in accordance with the LLC’s operating agreement and the Tennessee Limited Liability Company Act.

Principal Executive Office

     The principal executive office of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Williamson County, Tennessee 37067.

EX-3.141

EXHIBIT 3.141

CERTIFICATE OF FORMATION

OF

PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

     1. The name of the limited liability company is Palmetto Behavioral Health Holdings, LLC.

     2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, County of Kent, Delaware. The name of its registered agent at such address is National Registered Agents, Inc.

     3. This Certificate of Formation shall be effective at 11:59 p.m. on December 31, 2006.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 15^th day of December, 2006.

/s/ Christopher L. Howard  

Christopher L. Howard 

EX-3.142

EXHIBIT 3.142

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF ORGANIZATION
LIMITED LIABILITY COMPANY

TYPE OR PRINT CLEARLY IN BLACK INK

The undersigned delivers the following articles of organization to form a South Carolina limited liability company pursuant to Sections 33-44-202 and 33-44-203 of the 1976 South Carolina Code of Laws, as amended.

1.	The name of the limited liability company which complies with Section 33-44-105 of the South Carolina Code of 1976, as amended is Palmetto Behavioral Health Solutions, LLC
2.	The address of the initial designated office of the Limited Liability Company in South Carolina is
	2 Office Park Court, Suite 103
	Street Address

Columbia, South Carolina			29223
	City	Zip Code

3.	The initial agent for service of process of the Limited Liability Company is
	National Registered Agents, Inc.	/s/ Allison Price, Assistant Secretary
	Name	Signature

and the street address in South Carolina for this initial agent for service of process is
2 Office Park Court, Suite 103
Street Address
Columbia, South Carolina	29223
City		Zip Code

4.	The name and address of each organizer is
	(a)	Daniel J. Body
			Name
		2777 Speissegger Dr		Charleston
			Street Address	City
		South Carolina		29405
			State	Zip Code
	(b)
			Name
			Street Address	City
			State	Zip Code
		(Add additional lines if necessary)
5.	o	Check this box only if the company is to be a term company. If so, provide the term specified:

Palmetto Behavioral Health Solutions, LLC

Name of Limited Liability Company

6.	o	Check this box only if management of the limited liability company is vested in a manager or managers. If this company is to be managed by managers, specify the name and address of each initial manager:
	(a)
			Name
			Street Address	City
			State	Zip Code
	(b)
			Name
			Street Address	City
			State	Zip Code
	(c)
			Name
			Street Address	City
			State	Zip Code
	(d)
			Name
			Street Address	City
			State	Zip Code
		(Add additional lines if necessary)
7.	o	Check this box only if one or more of the members of the company are to be liable for its debts and obligations under section 33-44-303(c). If one or more members are so liable, specify which members, and for which debts, obligations or liabilities such members are liable in their capacity as members.

Palmetto Behavioral Health Solutions, LLC

Name of Limited Liability Company

8.	Unless a delayed effective date is specified, these articles will be effective when endorsed for filing by the Secretary of State. Specify any delayed effective date and time:
9.	Set forth any other provisions not inconsistent with law which the organizers determine to include, including any provisions that are required or are permitted to be set forth in the limited liability company operating agreement.
10.	Signature of each organizer
	/s/ Daniel J. Body
		Date 1/5/06
	(Add Additional lines if necessary)

EX-3.146

EXHIBIT 3.146

CERTIFICATE OF FORMATION

OF
PEAK BEHAVIORAL HEALTH SERVICES, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

     1. The name of the limited liability company (the “LLC”) is Peak Behavioral Health Services, LLC.

     2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, Delaware. The name of its registered agent at such address is National Registered Agents, Inc.

     3. This Certificate of Formation shall be effective at 11:59 p.m. on September 30, 2005.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28^th day of September, 2005.

/s/ Steven T. Davidson  

Steven T. Davidson 

EX-3.147

EXHIBIT 3.147

CERTIFICATE OF FORMATION

OF

PSYCHIATRIC SOLUTIONS HOSPITALS, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

     1. The name of the limited liability company (the “LLC”) is Psychiatric Solutions Hospitals, LLC.

     2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, Delaware. The name of its registered agent at such address is National Registered Agents, Inc.

     3. This Certificate of Formation shall be effective at 11:59 p.m. on September 30, 2005.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28^th day of September, 2005.

/s/ Steven T. Davidson  

Steven T. Davidson 

EX-3.148

EXHIBIT 3.148

CERTIFICATE OF FORMATION

OF

RAMSAY MANAGED CARE, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

     1. The name of the limited liability company is Ramsay Managed Care, LLC.

     2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, County of Kent, Delaware. The name of its registered agent at such address is National Registered Agents, Inc.

     3. This Certificate of Formation shall be effective at 11:59 p.m. on December 31, 2006.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 15^th day of December, 2006.

/s/ Christopher L. Howard  

Christopher L. Howard 

EX-3.149

EXHIBIT 3.149

STATE of DELAWARE

CERTIFICATE of FORMATION of

Red Rock Behavioral Health LLC

Ø	FIRST: The name of the limited liability company is Red Rock Behavioral Health LLC.
Ø	SECOND: The address of its registered office in the State of Delaware is 3500 S. Dupont Hwy. In the City of Dover, County of Kent. The name of the Registered Agent at such address is Paracorp Incorporated.
Ø	IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Red Rock Behavioral Health LLC this 20th day of May, 2005.

/s/ Jessica Sierras  

Authorized Person 

Jessica Sierras
 

EX-3.150

EXHIBIT 3.150

CERTIFICATE OF FORMATION

OF

RED ROCK SOLUTIONS, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

I.

     The name of the limited liability company (the “LLC”) is Red Rock Solutions, LLC.

II.

     The address of the registered office of the LLC in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, County of Kent, Delaware 19904. The name of the LLC’s registered agent for service of process in the State of Delaware at such address is National Registered Agents, Inc.

III.

     This Certificate of Formation shall be effective upon filing of the Certificate in the Office of the Secretary of State of the State of Delaware.

IV.

     The principle address of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, TN 37067.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Red Rock Solutions, LLC on this the 28th day of June, 2005.

By::	/s/ Matthew R. Burnstein
	Matthew R. Burnstein
	Authorized Person

EX-3.151

EXHIBIT 3.151

ARTICLES OF ORGANIZATION

OF

ROLLING HILLS HOSPITAL, LLC

     The undersigned, acting as Organizer of a limited liability company under the Tennessee Revised Limited Liability Company Act, as amended, Tennessee Code Annotated Sections 48249-101, et seq. (the “Act”), hereby adopts the following Articles of Organization (“the Articles”) for such limited liability company:

     1. Name. The name of the limited liability company (the “Company”) is: Rolling Hills Hospital, LLC.

     2. Registered Agent.

     (a) The complete address of the Company’s initial registered office in Tennessee is:

840 Crescent Centre Drive, Suite 460
Franklin, Tennessee 37067
Williamson County

     (b) The name of the initial registered agent, to be located at the address listed in 2(a) is:

Rulon Briscoe.

     3. Principal Executive Office. The complete address of the Company’s principal executive office is:

840 Crescent Centre Drive, Suite 460
Franklin, Tennessee 37067
Williamson County

     4. Form of Management. The Company shall be member managed.

     5. Duration. The period of duration of the Company shall be perpetual at which time the Company shall dissolve unless the Company is dissolved earlier pursuant to the provisions of its operating agreement or the Act.

     6. Indemnification Required. The Company shall indemnify any individual who is a “responsible person” within the meaning of TCA § 48-249-115(a)(6) to the full extent provided by TCA § 48-249-115.

     IN WITNESS WHEREOF, the undersigned person, acting as organizer, being duly authorized, executes the foregoing Articles for the purpose of filing and forming a limited liability company in accordance with the Act.

Dated: September 15, 2006

/s/ E. Brent Hill  

E. Brent Hill, Esq. 

Organizer 

2

EX-3.152

EXHIBIT 3.152

ARTICLES OF ORGANIZATION FOR

SAMSON PROPERTIES, LLC,

A FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I
NAME

     The name of the Limited Liability Company is SAMSON PROPERTIES, LLC.

ARTICLE II
ADDRESS

     The mailing address and street address of the principal office of the Limited Liability Company is 152 Lincoln Avenue, Winter Park, Florida 32789.

ARTICLE III
DURATION

     The period of duration for the Limited Liability Company shall be perpetual.

ARTICLE IV
MANAGEMENT

     The Limited Liability company is to be managed by its managing member, and the name and address of the managing member is:

Alan Cohen	1152 Lincoln Avenue
	Winter Park, Florida 32789

ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT

     The address of the initial Registered Office of the Limited Liability Company is 280 West Canton Avenue, Suite 410, Winter Park, Florida 32789 and the initial Registered Agent at such address is Pohl & Short, P.A.

     IN WITNESS WHEREOF, the undersigned managing member affirms that, under penalties of perjury, the facts stated herein are true, and the undersigned managing member has executed these Articles of Organization this 7 day of June, 2000.

/s/ Alan Cohen  

Alan Cohen, Managing Member of 

Samson Properties LLC 

2

ACCEPTANCE OF APPOINTMENT
BY INITIAL REGISTERED AGENT

     THE UNDERSIGNED, a Florida professional service corporation having been named in Article V of the foregoing Articles of Organization as initial Registered Agent at the office designated therein, hereby accepts such appointment and agrees to act in such capacity. The undersigned hereby states that it is familiar with, and hereby accepts, the obligations set forth in Section 608.407, Florida Statutes, and the undersigned will further comply with any other provisions of law made applicable to it as Registered Agent of the limited liability company.

     DATED this 9th day of June, 2000.

Pohl & Short, P.A.
 

/s/ Frank L. Pohl  

Frank L. Pohl, President 

3

EX-3.153

EXHIBIT 3.153

CERTIFICATE OF FORMATION

OF

SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC

     The undersigned authorized person, desiring to form a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Delaware Code, Chapter 18, does hereby certify as follows:

     1. The name of the limited liability company (the “LLC”) is Shadow Mountain Behavioral Health System, LLC.

     2. The address of its registered office in the State of Delaware is 160 Greentree Drive, Suite 101 in the City of Dover, Delaware. The name of its registered agent at such address is National Registered Agents, Inc.

     3. This Certificate of Formation shall be effective at 11:59 p.m. on September 30, 2005.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 28^th day of September, 2005.

/s/ Steven T. Davidson  

Steven T. Davidson 

EX-3.154

EXHIBIT 3.154

ARTICLES OF ORGANIZATION

FOR

SP BEHAVIORAL, LLC

ARTICLE I
Name.

The name of the limited liability company is SP Behavioral, LLC (the “Company”).

ARTICLE II
Address.

The mailing address and street address of the principal office of the Company is SP Behavioral, LLC, 840 Crescent Centre Drive, Suite 460, Franklin, Tennessee 37067.

ARTICLE III
Registered Agent, Registered Office, and Registered Agent’s Signature.

The name and the Florida street address of the registered agent are:

NRAI Services, Inc.
2731 Executive Park Dr., Suite 4
Weston, Florida 33331

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, Florida Statutes.

NRAI Services, Inc.
By:	/s/ Eileen Chaddock
Registered Agent’s Signature

ARTICLE IV
Manager(s) or Managing Member(s).

The name and address of each Manager or Managing Member is as follows:

Title:		Name and Address:
MGRM		Premier Behavioral Solutions, Inc.
		840 Crescent Centre Drive, Suite 460
		Franklin, Tennessee 37067
	PREMIER BEHAVIORAL SOLUTION, INC.,
	sole member
	/s/ Chris Howard
	By: Chris Howard, Vice President & Secretary

2 

EX-3.155

EXHIBIT 3.155

CERTIFICATE OF FORMATION

OF

SUNSTONE BEHAVIORAL HEALTH, LLC

     Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1. The limited liability company will be formed at 11:59 p.m. on September 30, 2005.

Signature Date: September 28, 2005

SUNSTONE BEHAVIORAL HEALTH, LLC
 

/s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr., Authorized Person 

Articles of Organization

Name

     The name of the limited liability company is Sunstone Behavioral Health, LLC (the “LLC”).

Registered Office and Agent

     The address of the registered office is 840 Crescent Centre Drive, Suite 460, Williamson County, Franklin, Tennessee 37067. The name of the initial registered agent is Rulon M. Briscoe.

Organizer

     John J. Faldetta, Jr., Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

     At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

     The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on September 30, 2005.

Management

     The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its sole member in accordance with the LLC’s operating agreement and the Tennessee Limited Liability Company Act.

Principal Executive Office

     The principal executive office of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Williamson County, Tennessee 37067.

2

EX-3.156

EXHIBIT 3.156

ARTICLES OF ORGANIZATION
OF
PSI TEXAS HOSPITALS, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company (hereinafter called the “Company”), under the provisions and subject to the requirements of the Texas Limited Liability Company Act, hereby certifies that:

     1. The name of the limited liability company is PSI Texas Hospitals, LLC.

     2. The period of duration of the limited liability company is perpetual.

     3. The purpose for which the limited liability company is organized is the transaction of any and all lawful business for which limited liability companies may be organized under the Texas Limited Liability Company Act.

     4. The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 2.05 of the Texas Limited Liability Company Act are National Registered Agents, Inc., 1614 Sidney Baker Street, Kerrville, Texas 78028.

     5. Management of the Company is reversed to members and the name and address of the member is as follows:

Name	Address
Psychiatric Solutions, Inc.	310 25th Avenue North, Suite 209 Nashville, Tennessee 37203

     6. The name and address of the organizer is as follows:

Name	Address
Steven T. Davidson	Psychiatric Solutions, Inc. 310 25th Avenue North, Suite 209 Nashville, Tennessee 37203

     Executed on October 26, 2001.

/s/ Steven T. Davidson

Steven T. Davidson, Organizer

Form 409 (revised 9/05) Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709            Filing         Fee:	Articles of Amendment Pursuant to Article 3.06,   Texas Limited Liability            Company Act	This space reserved for office use.
$100

Article 1 –Name

The name of the limited liability company is as set forth below:

PSI Texas Hospitals, LLC

State the name of the entity as it is currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name in Article 1. The filing number issued to the company by the secretary of state is: 800022998

Article 2—Amended Name

(If the purpose of the articles of amendment is to change the name of the company, then use the following statement)

The amendment changes the articles of organization to change the article that names the limited liability company. The article in the Articles of Organization is amended to read as follows:

The name of the limited liability company is (state the new name of the company below)

Texas Hospital Holdings, LLC

The name of the entity must contain an organizational ending or accepted abbreviation of such term. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 3 –Amendment to Registered Agent/Registered Office

The amendment changes the articles of organization to change the article stating the registered agent and the registered office address of the company. The article is amended to read as follows:

Registered Agent of the Limited Liability Company
(Complete either A or B, but not both. Also complete C.)

o A. The registered agent is an organization (cannot be company named above) by the name of:

OR

o B. The registered agent is an individual resident of the state whose name is set forth below.

First Name MI Last Name Suffix

Registered Office of the Limited Liability Company (Cannot be a P.O. Box.)

C. The business address of the registered agent and the registered office address is:
Street Address	City	State	Zip Code
		TX

Article 4 – Other Altered, Added, or Deleted Provisions

Other changes or additions to the articles of organization may be made in the space provided below. If the space provided is insufficient to meet your needs, you may incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area [The attached addendum, if any, is incorporated herein by reference.]

Article 5—Date of Adoption

The date of the approval of the amendment(s) is February 28, 2006

Article 6—Statement of Approval (check either A or B)

o A. The company has no members, has not received any capital, and has not commenced business. In accordance with Section G of Article 2.23 of the Act, the amendments to the articles of organization were approved by a majority of the initial managers named in the articles of organization.

þ B. The amendments were approved by all members of the limited liability company in accordance with Section H of Article 2.23 of the Act or as otherwise provided in the articles of organization or the regulations of the company.

Effectiveness of Filing

A. o This document will become effective when the document is filed by the secretary of state.

OR

B. þ This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is March 31, 2006

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

March 15, 2006

Date

/s/ Christopher L. Howard

Signature of Authorized Manager/Member

Christopher L. Howard, Vice President

EX-3.157

EXHIBIT 3.157

ARTICLES OF ORGANIZATION FOR
THE NATIONAL DEAF ACADEMY, LLC,
A FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I
NAME

     The name of the Limited Liability Company is THE NATIONAL DEAF ACADEMY, LLC.

ARTICLE II
ADDRESS

     The mailing address and street address of the principal office of the Limited Liability Company is 152 Lincoln Avenue, Winter Park, Florida 32789.

ARTICLE III
DURATION

     The period of duration for the Limited Liability Company shall be perpetual.

ARTICLE IV
MANAGEMENT

     The Limited Liability Company is to be managed by its members, and the names and addresses of the members are:

Zeus Enterprises, LLC	152 Lincoln Avenue
	Winter Park, Florida 32789
Elena Enterprises, LLC	655 5th Avenue North
	Safety Harbor, Florida 34695

ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT

     The address of the initial Registered Office of the Limited Liability Company is 1650 Park Avenue North, Maitland, Florida 32751 and the initial Registered Agent at such address is Alan M. Cohen.

     IN WITNESS WHEREOF, the undersigned affirm that, under penalties of perjury, the facts stated herein are true, and the undersigned members have executed these Articles of Organization this 20^th day of June, 2000.

ZEUS ENDEAVORS, LLC

/s/ Dr. Alan M. Cohen

Dr. Alan M. Cohen, Managing Member

ELENA ENTERPRISES, LLC

/s/ Jennifer Tresh

Jennifer Tresh, Managing Member

2 

ACCEPTANCE OF APPOINTMENT
BY INITIAL REGISTERED AGENT

     THE UNDERSIGNED, an individual resident of the State of Florida, having been named in Article V of the foregoing Articles of Organization as initial Registered Agent at the office designated therein, hereby accepts such appointment and agrees to act in such capacity. The undersigned hereby states that he is familiar with, and hereby accepts, the obligations set forth in Section 608.407, Florida Statues, and the undersigned will further comply with any other provisions of law made applicable to him as Registered Agent of the limited liability company.

     DATED this 20^th day of June, 2000.

/s/ Alan M. Cohen

Alan M. Cohen, Registered Agent

3 

EX-3.159

EXHIBIT 3.159

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

JIM MILES

ARTICLES OF ORGANIZATION

     The undersigned delivers the following articles of organization to form a South Carolina limited liability company pursuant to Sections 33-44-202 and 33-44-203 of the 1976 South Carolina Code of Laws, as amended.

1. The name of the limited liability company which complies with Section 33-44-105 of the South Carolina Code of 1976, as amended is THREE RIVERS BEHAVIORAL CARE, LLC.

2. The address of the initial designated office of the Limited Liability Company in South
Carolina is:	2900 Sunset Blvd.,	West Columbia, SC,	Lexington		29169
	Street Address	City	County	Zip Code

3. The initial agent for service of process of the Limited Liability Company is R. Andy Hanner and the street address in South Carolina
for this initial agent for service of process is:	2900 Sunset Blvd.,	West Columbia, SC,	Lexington		29169
	Street Address	City	County	Zip Code

4. The name and address of each organizer is: Timothy B. Gavigan
	419-C S. Sharon Amity Rd.	Charlotte, NC	Mecklenburg		28211
	Street Address	City	County	Zip Code

5. o Check this box only if the company is to be a term company. If so, provide the term specified:                                                              

6. þ Check this box only if management of the limited liability company is vested in a manager or managers, specify the name and address of each initial manager: Diane B. Rivers, 2900 Sunset Blvd., West Columbia, SC 29169; Arthur L. Green III, 2900 Sunset Blvd., West Columbia, SC 29169

7. o Check this box only if one or more of the members of the company are to be liable for its debts and obligations under § 33-44-303(c). If one or more members are liable in their capacity as members.

8. o Unless a delayed effective date is specified, these articles will be effective when endorsed for filing by the Secretary of State. Specify any delayed effective date and time.                                                                                                                                                                     

9. Set forth any other provisions not inconsistent with law which the organizers determine to include, including any provisions that are required or are permitted to be set forth in the limited liability company operating agreement. Pursuant to §33-44-301(c), any instrument transferring or affecting the companies interest in real property must be signed and delivered by all of the members.

Signature of each organizer:

/s/ Timothy B. Gavigan Timothy B. Gavigan

Date: 8/18/2000

2 

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

AMENDED ARTICLES OF ORGANIZATION
LIMITED LIABILITY COMPANY

TYPE OR PRINT CLEARLY IN BLACK INK

The Limited Liability Company amends its articles of organization in accordance with Section 33-44-204 of the 1976 South Carolina Code of Laws, as amended.

1.	The name of the Limited Liability Company is Three Rivers Behavioral Care, LLC.
2.	The date the articles of organization were filed is 8/21/2000.
3.	The articles of organization are amended in the following respects, of which all amended provisions may lawfully be included in the articles of organization.
	The name of the Company is changed to read as follows:
	Three Rivers Behavioral Health, LLC
4.	Please attach additional amendments if space is needed.

Date February 24, 2005	/s/ Robert Anderson Hanner Signature
	Robert Anderson Hanner, Manager Name/Capacity

3 

EX-3.160

EXHIBIT 3.160

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF ORGANIZATION
LIMITED LIABILITY COMPANY

TYPE OR PRINT CLEARLY IN BLACK INK

The undersigned delivers the following articles of organization to form a South Carolina limited liability company pursuant to Sections 33-44-202 and 33-44-203 of the 1976 South Carolina Code of Laws, as amended.

1.	The name of the limited liability company which complies with Section 33-44-105 of the South Carolina Code of 1976, as amended is Three Rivers Healthcare Group, LLC
2.	The address of the initial designated office of the Limited Liability Company in South Carolina is

2900 Sunset Boulevard

Street Address

West Columbia, South Carolina	29169
City	Zip Code

3. The initial agent for service of process of the Limited Liability Company is

Robert Anderson Hanner	/s/ Robert Anderson Hanner
Name	Signature
and the street address in South Carolina for this initial agent for service of process is

2900 Sunset Boulevard
	Street Address
West Columbia, South Carolina		29169
City		Zip Code

4. The name and address of each organizer is

(a)	Robert Anderson Hanner
		Name
	2900 Sunset Boulevard		West Columbia
		Street Address	City
	South Carolina		29169
		State	Zip Code
(b)
		Name
		Street Address	City
		State	Zip Code
	(Add additional lines if necessary)

5.	o	Check this box only if the company is to be a term company. If so, provide the term specified:
		not a term company

Three Rivers Healthcare Group, LLC

Name of Limited Liability Company

6. þ Check this box only if management of the limited liability company is vested in a manager or managers. If this company is to be managed by managers, specify the name and address of each initial manager:

(a)	Arthur Lee Green, III
		Name
	1900 South Blvd., Suite 302			Charlotte
		Street Address		City
	North Carolina			28203
		State		Zip Code
(b)	Robert Anderson Hanner
		Name
	2900 Sunset Boulevard		West Columbia
		Street Address		City
	South Carolina		29169
		State		Zip Code
(c)
		Name
		Street Address		City
		State		Zip Code
(d)
		Name
		Street Address		City
		State		Zip Code
	(Add additional lines if necessary)

7.	þ	Check this box only if one or more of the members of the company are to be liable for its debts and obligations under section 33-44-303(c). If one or more members are so liable, specify which members, and for which debts, obligations or liabilities such members are liable in their capacity as members.
		no liability

Three Rivers Healthcare Group, LLC

Name of Limited Liability Company

8. Unless a delayed effective date is specified, these articles will be effective when endorsed for filing by the Secretary of State. Specify any delayed effective date and time:

(none)

9.	Set forth any other provisions not inconsistent with law which the organizers determine to include, including any provisions that are required or are permitted to be set forth in the limited liability company operating agreement.
10.	Signature of each organizer

/s/ R. A. Hanner
	Date	2/21/05
(Add Additional lines if necessary)

EX-3.161

EXHIBIT 3.161

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF ORGANIZATION
LIMITED LIABILITY COMPANY

TYPE OR PRINT CLEARLY IN BLACK INK

The undersigned delivers the following articles of organization to form a South Carolina limited liability company pursuant to Sections 33-44-202 and 33-44-203 of the 1976 South Carolina Code of Laws, as amended.

1.	The name of the limited liability company which complies with Section 33-44-105 of the South Carolina Code of 1976, as amended is Three Rivers SPE, LLC
2.	The address of the initial designated office of the Limited Liability Company in South Carolina is

510 Harden Street
Street Address
Columbia, SC	29201
City	Zip Code

3. The initial agent for service of process of the Limited Liability Company is

Robert Anderson Hanner	/s/ Robert Anderson Hanner
Name	Signature

and the street address in South Carolina for this initial agent for service of process is

2900 Sunset Boulevard
Street Address
West Columbia, South Carolina	29169
City	Zip Code

4. The name and address of each organizer is

(a)	Robert Anderson Hanner
	Name
	2900 Sunset Boulevard	West Columbia
	Street Address	City
	South Carolina	29169
	State	Zip Code
(b)
	Name
	Street Address	City
	State	Zip Code
	(Add additional lines if necessary)

5. o Check this box only if the company is to be a term company. If so, provide the term specified:

not a term company

1

Three Rivers SPE, LLC

Name of Limited Liability Company

6. þ Check this box only if management of the limited liability company is vested in a manager or managers. If this company is to be managed by managers, specify the name and address of each initial manager:

(a)	Three Rivers SPE Manager, Inc.
	Name
	411 Hermitage Ct.	Charlotte
	Street Address	City
	North Carolina	28207
	State	Zip Code
(b)
	Name
	Street Address	City
	State	Zip Code
(c)
	Name
	Street Address	City
	State	Zip Code
(d)
	Name
	Street Address	City
	State	Zip Code
	(Add additional lines if necessary)

7.	o	Check this box only if one or more of the members of the company are to be liable for its debts and obligations under section 33-44-303(c). If one or more members are so liable, specify which members, and for which debts, obligations or liabilities such members are liable in their capacity as members.
		no liability

2

Three Rivers SPE, LLC

Name of Limited Liability Company

8.	Unless a delayed effective date is specified, these articles will be effective when endorsed for filing by the Secretary of State. Specify any delayed effective date and time:
	(none)

9.	Set forth any other provisions not inconsistent with law which the organizers determine to include, including any provisions that are required or are permitted to be set forth in the limited liability company operating agreement.
10.	Signature of each organizer

/s/ Robert Anderson Hanner
	Date 02/21/05
(Add Additional lines if necessary)

3

a. Purpose

     The nature of the business and of the purposes to be conducted and promoted by the limited liability company is to engage solely in the following activities:

     1. To acquire from its member(s), certain parcels of real property, together with all improvements located thereon, in the City of West Columbia, State of South Carolina (the “Property”) further described on Exhibit A attached hereto and incorporated herein.

     2. To own, hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise deal with the Property.

     3. To exercise all powers enumerated in the South Carolina Uniform Limited Liability Company Act of 1996, as amended, necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein and for no other purpose.

b. Certain Prohibited Activities

The limited liability company shall only incur indebtedness in an amount necessary to acquire, operate and maintain the Property. For so long as any mortgage lien in favor of the Coastal Federal Credit Union, or its successors or assigns (the “First Mortgage”) exists on any portion of the Property, the limited liability company shall not incur, assume, or guaranty any other indebtedness, except that the limited liability company may incur indebtedness which represents trade payables or accrued expenses incurred in the ordinary course of business of owning and operating the Property and due and payable within thirty (30) days. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not grant any lien(s) or security interest(s) in the Property other than to the holder of the First Mortgage. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not dissolve or liquidate, or consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety or transfer any of its beneficial interests to any entity. For so long as the First Mortgage exists on any portion of the Property, the limited liability company will not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the members of the limited liability company. For so long as the First Mortgage exists on any portion of the Property, no material amendment to these articles of organization may be made without first obtaining approval of the mortgagee holding the First Mortgage on any portion of the Property. For so long as the First Mortgage exists on the Property, the limited liability company shall have at least one (1) corporate or limited liability company member which shall be a special purpose entity whose sole asset is its equity interest in the limited liability company and whose sole business activity is owning an equity interest in the limited liability company.

c. Indemnification

Any indemnification of the limited liability company’s members or managers shall be fully subordinated to any obligations respecting the Property (including, without limitation, the First Mortgage) and such indemnification shall not constitute a claim against (the limited liability

4

company In the event that cash flow in excess of amounts necessary to pay holders of such obligations is insufficient to pay such obligations.

d. Separateness Covenants

For so long as the First Mortgage exists on any portion of the Property, in order to preserve and ensure, its separate and distinct identity, in addition to the other provisions set forth in these articles of organization, the limited liability company shall conduct its affairs in accordance with the following provisions:

     1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its members or affiliates and shall allocate fairly and reasonably any overhead for shared office space.

     2. It shall maintain records and books of account separate from those of any member or affiliate.

     3. When applicable, its board of managers shall hold appropriate meetings (or act by written consent) to authorize all appropriate company action.

     4. It shall observe all limited liability company formalities.

     5. It shall not commingle assets, including without limitation bank accounts, with those of any member or affiliate.

     6. It shall hold all of its assets and conduct all of its business in its own name, and not that of any member or affiliate.

     7. It shall maintain financial statements separate from any member or affiliate.

     8. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any member or affiliate.

     9. It shall maintain an arm’s length relationship with any member or affiliate and shall conduct any business with any member or affiliate pursuant to written agreements.

     10. It shall not guarantee or become obligated for the debts of any other entity, including any member or affiliate, or hold out its credit as being available to satisfy the obligations of others.

     11. It shall use stationery, invoices and checks separate from any member or affiliate.

     12. It shall not pledge its assets for the benefit of any other entity, including any member or affiliate.

     13. It shall hold itself out as an entity separate from any member or affiliate.

5

     14. It shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of contemplated business operations.

e. Definitions

     For purpose of this Addendum the following terms shall have the following meanings:

     “affiliate” means any person controlling or controlled by or under common control with the limited liability company including, without limitation (i) any person who has a familial relationship, by blood, marriage or otherwise with any partner or employee of the limited liability company, or any affiliate thereof and (ii) any person which receives compensation for administrative, legal or accounting services from the limited liability company, or any affiliate. For purposes of this definition, “control” when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

f. Dissolution

To the extent permissible under applicable law, the limited liability company shall not terminate or dissolve solely as a consequence of the bankruptcy or insolvency of its sole member. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not liquidate the Property without first obtaining approval of the mortgagee holding the First Mortgage on any portion of the Property. Such holders may continue to exercise all of their rights under the existing security agreements or mortgages until the debt underlying the First Mortgage has been paid in full or otherwise completely discharged.

g. Voting

When acting on matters subject to the vote of the members (or managers, as applicable), notwithstanding that the limited liability company is not then insolvent, the members (or managers, as applicable) shall take into account the interest of the limited liability company’s creditors, as well as those of the members.

6

Exhibit A

Legal Description of Premises

Parcel “A”

All that certain piece, parcel or tract of land, together with any and all improvements thereon, located near the city of West Columbia, county of Lexington, state of South Carolina, and shown as Parcel “A” containing 4.26 acres on that certain plat prepared by Inman Land Surveying Company, Inc. for Three Rivers Park, LLC dated December 10, 2003 and revised October 12, 2004 and recorded in the Register of Deeds office for Lexington County on October 21, 2004, in Slide 788 at page 3A.

Portion of T.M.S. No. 00-09-012

Derivation: This being a portion of the same property conveyed to Three Rivers Park, LLC, a South Carolina limited liability company, by deed from Crescent Real Estate Funding VII, LP dated 9/21/2000, recorded on 9/25/2000, Deed Book 5981, page 056, Register of Deeds office for Lexington County, South Carolina, a undivided 2.315% tenancy in common interest of which had been thereafter conveyed to Paulette D. Kerr by deed from Three Rivers Park, LLC, dated 7/13/2001, recorded on 7/16/2001 in Deed Book 6516, page 8, in said Register of Deeds office, the same undivided 2.315% tenancy in common interest having then been re-conveyed to Three Rivers Park, LLC, by deed from Paulette D. Kerr, dated 4/23/2004, recorded on 4/25/2004 in Deed Book 8143, page 199, Register in said Register of Deeds office.

7

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

AMENDED ARTICLES OF ORGANIZATION
LIMITED LIABILITY COMPANY

TYPE OR PRINT CLEARLY IN BLACK INK

The Limited Liability Company amends its articles of organization in accordance with Section 33-44-204 of the 1976 South Carolina Code of Laws, as amended.

1.	The name of the Limited Liability Company is Three Rivers SPE, LLC
2.	The date the articles of organization were filed is March 9, 2005

3.	The articles of organization are amended in the following respects, of which all amended provisions may lawfully be included in the articles of organization.
	Revised Addendum A to Articles of Organization of Three Rivers SPE, LLC attached hereto
4.	Please attach additional amendments if space is needed.

Date May 17, 2005	/s/ R.A. Hanner
	Signature
	R. A. Hanner, President/CEO of Three Rivers SPE
	Manager, Inc.
	Name/Capacity

8

Addendum A to Articles of Organization of Three Rivers SPE, LLC

a. Purpose

     The nature of the business and of the purposes to be conducted and promoted by the limited liability company is to engage solely in the following activities:

     1. To acquire from its member(s), certain parcels of real property, together with all improvements located thereon, in the City of West Columbia, State of South Carolina (the “Property”) further described on Exhibit A attached hereto and incorporated herein.

     2. To own, hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise deal with the Property.

     3. To exercise all powers enumerated in the South Carolina Uniform Limited Liability Company Act of 1996, as amended, necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein and for no other purpose.

b. Certain Prohibited Activities

The limited liability company shall only incur indebtedness in an amount necessary to acquire, operate and maintain the Property. For so long as any mortgage lien in favor of the Coastal Federal Credit Union, or its successors or assigns (the “First Mortgage”) exists on any portion of the Property, the limited liability company shall not incur, assume, or guaranty any other indebtedness, except that the limited liability company may incur indebtedness which represents trade payables or accrued expenses incurred in the ordinary course of business of owning and operating the Property and due and payable within thirty (30) days. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not grant any lien(s) or security interest(s) in the Property other than to the holder of the First Mortgage. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not dissolve or liquidate, or consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety or transfer any of its beneficial interests to any entity. For so long as the First Mortgage exists on any portion of the Property, the limited liability company will not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the members of the limited liability company. For so long as the First Mortgage exists on any portion of the Property, no material amendment to these articles of organization may be made without first obtaining approval of the mortgagee holding the First Mortgage on any portion of the Property. For so long as the First Mortgage exists on the Property, the limited liability company shall have at least one (1) corporate or limited liability company member which shall be a special purpose entity whose sole asset is its equity interest in the limited liability company and whose sole business activity is owning an equity interest in the limited liability company.

c. Indemnification

1

Addendum A to Articles of Organization of Three Rivers SPE, LLC

Any indemnification of the limited liability company’s members or managers shall be fully subordinated to any obligations respecting the Property including, without limitation, the First Mortgage) and such indemnification shall not constitute a claim against the limited liability company In the event that cash flow in excess of amounts necessary to pay holders of such obligations is insufficient to pay such obligations.

d. Separateness Covenants

For so long as the First Mortgage exists on any portion of the Property, in order to preserve and ensure, its separate and distinct identity, in addition to the other provisions set forth in these articles of organization, the limited liability company shall conduct its affairs in accordance with the following provisions:

     1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its members or affiliates and shall allocate fairly and reasonably any overhead for shared office space.

     2. It shall maintain records and books of account separate from those of any member or affiliate.

     3. When applicable, its board of managers shall hold appropriate meetings (or act by written consent) to authorize all appropriate company action.

     4. It shall observe all limited liability company formalities.

     5. It shall not commingle assets, including without limitation bank accounts, with those of any member or affiliate.

     6. It shall hold all of its assets and conduct all of its business in its own name, and not that of any member or affiliate.

     7. It shall maintain financial statements separate from any member or affiliate.

     8. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any member or affiliate.

     9. It shall maintain an arm’s length relationship with any member or affiliate and shall conduct any business with any member or affiliate pursuant to written agreements.

     10. It shall not guarantee or become obligated for the debts of any other entity, including any member or affiliate, or hold out its credit as being available to satisfy the obligations of others.

     11. It shall use stationery, invoices and checks separate from any member or affiliate.

     12. It shall not pledge its assets for the benefit of any other entity, including any member or affiliate.

2

Addendum A to Articles of Organization of Three Rivers SPE, LLC

     13. It shall hold itself out as an entity separate from any member or affiliate.

     14. It shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of contemplated business operations.

e. Definitions

     For purpose of this Addendum the following terms shall have the following meanings:

“affiliate” means any person controlling or controlled by or under common control with the limited liability company including, without limitation (i) any person who has a familial relationship, by blood, marriage or otherwise with any partner or employee of the limited liability company, or any affiliate thereof and (ii) any person which receives compensation for administrative, legal or accounting services from the limited liability company, or any affiliate. For purposes of this definition, “control” when used with respect to any specified person, means the power to direct the management

3

Exhibit A

PARCEL A LAND DESCRIPTION

ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND CONTAINING 4.261 ACRES, LOCATED IN THE STATE OF SOUTH CAROLINA, COUNTY OF LEXINGTON, NEAR THE CITY OF WEST COLUMBIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A SCRIBED “X” IN CONC. CURB (O), LOCATED AT THE NORTHEASTERN QUADRANT OF THE RIGHT OF WAY INTERSECTION OF SUNSET BOULEVARD (U.S. HWY. NO. 378) AND FAIRLANE DRIVE; THENCE RUNNING ALONG THE NORTHERN RIGHT OF WAY OF SUNSET BOULEVARD S70°03’28”E FOR A DISTANCE OF 411.98’ TO A CALCULATED POINT AT THE INTERSECTION OF A 50’ INGRESS/EGRESS EASEMENT, SAID EASEMENT RUNS THROUGH PROPERTY OF NOW OR FORMERLY THREE RIVERS PARK LLC, THENCE TURNING AND RUNNING ALONG SAID EASEMENT N19°37’03”E FOR A DISTANCE OF 69.84’ TO A CALCULATED POINT, THENCE CONTINUING ALONG SAID EASEMENT ALONG THE ARC OF A CURVE HAVING A RADIUS OF 93.20’, A DELTA ANGLE OF 57°54’33”, AN ARC LENGTH OF 94.20’, A CHORD BEARING OF N48°34’19”E AND A CHORD DISTANCE OF 90.24’ TO A CALCULATED POINT, THENCE TURNING AND RUNNING ALONG SAID EASEMENT N77°31’36”E FOR A DISTANCE OF 165.79’ TO A CALCULATED POINT, THENCE TURNING AND RUNNING ALONG SAID EASEMENT ALONG THE ARC OF A CURVE HAVING A RADIUS OF 124.41’, A DELTA ANGLE OF 78°31’58”, AN ARC LENGTH OF 170.52’, A CHORD BEARING OF N38°15’37”E AND A CHORD DISTANCE OF 157.48’ TO A CALCULATED POINT, THENCE TURNING AND RUNNING ALONG SAID EASEMENT N01°00’22”W FOR A DISTANCE OF 94.09’ TO A CALCULATED POINT LOCATED ON THE SOUTHERN BOUNDARY LINE OF PARCEL “A”, THENCE TURNING AND RUNNING ALONG PROPERTY OF NOW OR FORMERLY THREE RIVERS PARK LLC (ALL COURSES AND DISTANCES RUN CONTIGUOUS WITH THIS OWNER UNLESS OTHERWISE SPECIFIED) S87°02’52”W FOR A DISTANCE OF 69.49’ TO A 1/2” REBAR (O), THE POINT OF BEGINNING, THENCE TURNING AND RUNNING N01°13’02”W FOR A DISTANCE OF 26.06’ TO A “X” IN CONC. (O), THENCE TURNING AND RUNNING S87°00’36”W FOR A DISTANCE OF 150.72’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N39°37’03”W FOR A DISTANCE OF 163.45’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N02°59’57”W FOR A DISTANCE OF 115.48’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N45°01’05”E FOR A DISTANCE OF 330.56’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N86°40’48”E FOR A DISTANCE OF 92.41’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING S48°19’34”E FOR A DISTANCE OF 175.47’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N86°44’25”E FOR A DISTANCE OF 108.13’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING S03°16’30”E FOR A DISTANCE OF 212.19’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N61°37’54”W FOR A DISTANCE OF 105.41’ TO A PK NAIL (O), THENCE TURNING AND RUNNING S41°43’05”W FOR A DISTANCE OF 176.61’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING S01°03’58”E FOR A DISTANCE OF 88.81’ TO A 1/2”

4

REBAR (O), THENCE TURNING AND RUNNING S87°02’52”W FOR A DISTANCE OF 107.34’ TO A 1/2” REBAR (O), THE POINT OF BEGINNING.

TOGETHER WITH ALL THE EASEMENTS, APPURTENANCES, AMENITIES, INTERESTS, RIGHTS, AND PRIVILEGES SET FORTH IN THAT CERTAIN DEED OF ACCESS, UTILITIES, DRAINAGE AND OTHER EASEMENTS, DATED MAY 18, 2005 AND RECORDED 5-18-05 IN BOOK 10141 AT PAGE 219 IN THE OFFICE OF THE REGISTER OF DEEDS OF LEXINGTON COUNTY, AND TOGETHER WITH ALL RIGHTS, PRIVILEGES AND INTERESTS HOWEVER CHARACTERIZED IN AND TO ADJOINING OR OTHER PROPERTIES PROXIMATE TO PARCEL A DESCRIBED ABOVE AS ARE NECESSARY OR CONVENIENT TO CONTINUOUSLY OPERATE IMPROVEMENTS TO OR ON PARCEL A AS A BEHAVIORAL HEALTH CENTER AS MAY BE SET FORTH OR REFERRED TO IN THAT ASSIGNMENT OF EASEMENTS AND PRESCRIPTIVE RIGHTS DATED MAY 18, 2005, AND RECORDED IN BOOK 10141 AT PAGE 231 IN THE OFFICE OF THE REGISTER OF DEEDS FOR LEXINGTON COUNTY.

5

EX-3.162

EXHIBIT 3.162

STATE OF SOUTH CAROLINA
SECRETARY OF STATE

ARTICLES OF ORGANIZATION
LIMITED LIABILITY COMPANY

TYPE OR PRINT CLEARLY IN BLACK INK

The undersigned delivers the following articles of organization to form a South Carolina limited liability company pursuant to Sections 33-44-202 and 33-44-203 of the 1976 South Carolina Code of Laws, as amended.

1.	The name of the limited liability company which complies with Section 33-44-105 of the South Carolina Code of 1976, as amended is Three Rivers SPE Holding, LLC
2.	The address of the initial designated office of the Limited Liability Company in South Carolina is
	1201 Main Street, Suite 1980
	Street Address
	Columbia, SC					29201
			City			Zip Code
3.	The initial agent for service of process of the Limited Liability Company is
	Robert Anderson Hanner			/s/ Robert Anderson Hanner
	Name			Signature
	and the street address in South Carolina for this initial agent for service of process is
	2900 Sunset Boulevard
	Street Address
	West Columbia, South Carolina					29169
			City			Zip Code
4.	The name and address of each organizer is
	(a)	Robert Anderson Hanner
			Name
		2900 Sunset Boulevard			West Columbia
			Street Address		City
		South Carolina			29169
			State		Zip Code
	(b)
			Name
			Street Address		City
			State		Zip Code
		(Add additional lines if necessary)
5.	o	Check this box only if the company is to be a term company. If so, provide the term specified:
		not a term company

Three Rivers SPE Holding. LLC

Name of Limited Liability Company

6.	þ	Check this box only if management of the limited liability company is vested in a manager or managers. If this company is to be managed by managers, specify the name and address of each initial manager:
	(a)	Arthur Lee Green, III
			Name
		1900 South Blvd., Suite 302		Charlotte
			Street Address		City
		North Carolina			28203
			State		Zip Code
	(b)	Robert Anderson Hanner
			Name
		2900 Sunset Boulevard		West Columbia
			Street Address		City
		South Carolina			29169
			State		Zip Code
	(c)
			Name
			Street Address		City
			State		Zip Code
	(d)
			Name
			Street Address		City
			State		Zip Code
		(Add additional lines if necessary)
7.	o	Check this box only if one or more of the members of the company are to be liable for its debts and obligations under section 33-44-303(c). If one or more members are so liable, specify which members, and for which debts, obligations or liabilities such members are liable in their capacity as members.
		no liability

Three Rivers SPE Holding, LLC

Name of Limited Liability Company

8.	Unless a delayed effective date is specified, these articles will be effective when endorsed for filing by the Secretary of State. Specify any delayed effective date and time:
	(none)
9.	Set forth any other provisions not inconsistent with law which the organizers determine to include, including any provisions that are required or are permitted to be set forth in the limited liability company operating agreement.
10.	Signature of each organizer
	/s/ Robert Anderson Hanner
		Date 2/21/05
	(Add Additional lines if necessary)

Addendum A to Articles of Organization of Three Rivers SPE Holding, LLC

     a. Purpose

     The nature of the business and of the purposes to be conducted and promoted by the limited liability company is to engage solely in the activity of owning an equity interest in and acting as a member (as such term is used in the Act) of Three Rivers SPE, LLC, whose purpose is to acquire, own, hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise deal with certain parcels of real property, together with all improvements located thereon, in the City of West Columbia, State of South Carolina (the “Property”) further described on Exhibit A attached hereto and incorporated herein. The Company shall exercise all powers enumerated in the South Carolina Uniform Limited Liability Company Act of 1996, as amended, necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein and for no other purpose.

     b. Certain Prohibited Activities

     The limited liability company shall only incur or cause Three Rivers SPE, LLC only to incur indebtedness in an amount necessary to acquire, operate and maintain the Property. For so long as any mortgage lien in favor of the Coastal Federal Credit Union, or its successors or assigns (the “First Mortgage”) exists on any portion of the Property, the limited liability company shall not and shall not cause Three Rivers SPE, LLC to incur, assume, or guaranty any other indebtedness, except that the limited liability company may incur, or cause Three Rivers SPE, LLC, to incur, indebtedness which represents trade payables or accrued expenses incurred in the ordinary course of business of owning and operating the Property and due and payable within thirty (30) days. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not grant, or cause Three Rivers SPE, LLC to grant, any lien(s) or security interest(s) in the Property other than to the holder of the First Mortgage. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not dissolve or liquidate, or consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety or transfer any of its beneficial interests to any entity. For so long as the First Mortgage exists on any portion of the Property, the limited liability company will not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the members of the limited liability company. For so long as the First Mortgage exists on any portion of the Property, without first obtaining approval of the mortgagee holding the First Mortgage on any portion of the Property (i) no material amendment to the articles of organization or operating agreement of the limited liability company or of Three Rivers SPE, LLC may be made and (ii) in the event the existence of Three Rivers SPE, LLC is not continued, the limited liability company shall not cause Three Rivers SPE,

LLC to liquidate the Property. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not withdraw as a member of Three Rivers SPE, LLC and shall not assign its membership interest without the unanimous consent of its
Member(s).

     c. Indemnification

Any indemnification of the limited liability company’s members or managers shall be fully subordinated to any obligations respecting the Property (including, without limitation, the First Mortgage) and such indemnification shall not constitute a claim against the limited liability company in the event that cash flow in excess of amounts necessary to pay holders of such obligations is insufficient to pay such obligations.

     d. Separateness Covenants

For so long as the First Mortgage exists on any portion of the Property, in order to preserve and ensure, its separate and distinct identity, in addition to the other provisions set forth in these articles of organization, the limited liability company shall conduct its affairs in accordance with the following provisions:

     1. It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its members or affiliates and shall allocate fairly and reasonably any overhead for shared office space.

     2. It shall maintain records and books of account separate from those of any member or affiliate.

     3. When applicable, its board of managers shall hold appropriate meetings (or act by written consent) to authorize all appropriate company action.

     4. It shall observe all limited liability company formalities.

     5. It shall not commingle assets, including without limitation bank accounts, with those of any member or affiliate.

     6. It shall hold all of its assets and conduct all of its business in its own name, and not that of any member or affiliate.

     7. It shall maintain financial statements separate from any member or affiliate.

     8. It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any member or affiliate.

     9. It shall maintain an arm’s length relationship with any member or affiliate and shall conduct any business with any member or affiliate pursuant to written agreements.

     10. It shall not guarantee or become obligated for the debts of any other entity, including any member or affiliate, or hold out its credit as being available to satisfy the obligations of others.

     11. It shall use stationery, invoices and checks separate from any member or affiliate.

     12. It shall not pledge its assets for the benefit of any other entity, including any member or affiliate.

     13. It shall hold itself out as an entity separate from any member or affiliate.

     14. It shall maintain adequate capital for the normal operations reasonably foreseeable in a business of its size and character and in light of contemplated business operations.

     e. Definitions

For purpose of this Addendum the following terms shall have the following meanings:

     “affiliate” means any person controlling or controlled by or under common control with the limited liability company including, without limitation (i) any person who has a familial relationship, by blood, marriage or otherwise with any partner or employee of the limited liability company, or any affiliate thereof and (ii) any person which receives compensation for administrative, legal or accounting services from the limited liability company, or any affiliate. For purposes of this definition, “control” when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

     g. Voting

When voting on matters concerning Three Rivers SPE, LLC, notwithstanding that Three Rivers SPE, LLC is not then insolvent, the limited liability company shall take into account the interest of Three Rivers SPE, LLC’s creditors as well as those of its members.

Exhibit A

Legal Description of Premises

Parcel “A”

All that certain piece, parcel or tract of land, together with any and all improvements thereon, located near the city of West Columbia, county of Lexington, state of South Carolina, and shown as Parcel “A” containing 4.26 acres on that certain plat prepared by Inman Land Surveying Company, Inc. for Three Rivers Park, LLC dated December 10, 2003 and revised October 12, 2004 and recorded in the Register of Deeds office for Lexington County on October 21, 2004, in Slide 788 at page 3A.

Portion of T.M.S. No. 00-09-012

Derivation: This being a portion of the same property conveyed to Three Rivers Park, LLC, a South Carolina limited liability company, by deed from Crescent Real Estate Funding VII, LP dated 9/21/2000, recorded on 9/25/2000, Deed Book 5981, page 056, Register of Deeds office for Lexington County, South Carolina, a undivided 2.315% tenancy in common interest of which had been thereafter conveyed to Paulette D. Kerr by deed from Three Rivers Park, LLC, dated 7/13/2001, recorded on 7/16/2001 in Deed Book 6516, page 8, in said Register of Deeds office, the same undivided 2.315% tenancy in common interest having then been re-conveyed to Three Rivers Park, LLC, by deed from Paulette D. Kerr, dated 4/23/2004, recorded on 4/25/2004 in Deed Book 8143, page 199, Register in said Register of Deeds office.

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

AMENDED ARTICLES OF ORGANIZATION

LIMITED LIABILITY COMPANY

TYPE OR PRINT CLEARLY IN BLACK INK

The Limited Liability Company amends its articles of organization in accordance with Section 33-44-204 of the 1976 South Carolina Code of Laws, as amended.

1.	The name of the Limited Liability Company is Three Rivers SPE Holding, LLC
2.	The date the articles of organization were filed is March 9, 2005
3.	The articles of organization are amended in the following respects, of which all amended provisions may lawfully be included in the articles of organization.
	Revised Addendum A to Articles of Organization of Three Rivers SPE Holding, LLC attached hereto
4.	Please attach additional amendments if space is needed.
	Date May 17, 2005	/s/ Arthur Green, III
		Signature
		Arthur Green, III/Manager
		Name/Capacity

Addendum A to Articles of Organization of Three Rivers SPE Holdings, LLC

a. Purpose

     The nature of the business and of the purposes to be conducted and promoted by the limited liability company is to engage solely in the activity of owning an equity interest in and acting as a member (as such term is used in the Act) of Three Rivers SPE, LLC, whose purpose is to acquire, own, hold, sell, assign, transfer, operate, lease, mortgage, pledge and otherwise deal with certain parcels of real property, together with all improvements located thereon, in the City of West Columbia, State of South Carolina (the “Property” further described on Exhibit A attached hereto and incorporated herein. The Company shall exercise all powers enumerated in the South Carolina Uniform Limited Liability Company Act of 1996, as amended, necessary or convenient to the conduct, promotion or attainment of the business or purposes otherwise set forth herein and for no other purpose.

b. Certain Prohibited Activities

     The limited liability company shall only incur or cause Three Rivers SPE, LLC only to incur indebtedness in an amount necessary to acquire, operate and maintain the Property. For so long as any mortgage lien in favor of the Coastal Federal Credit Union, or its successors or assigns (the “First Mortgage”) exists on any portion of the Property, the limited liability company shall not and shall not cause Three Rivers SPE, LLC to incur, assume, or guaranty any other indebtedness, except that the limited liability company may incur, or cause Three Rivers SPE, LLC, to incur, indebtedness which represents trade payables or accrued expenses incurred in the ordinary course of business of owning and operating the Property and due and payable within thirty (30) days. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not grant, or cause Three Rivers SPE, LLC to grant, any lien(s) or security interest(s) in the Property other than to the holder of the First Mortgage. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not and shall not cause Three Rivers SPE, LLC to dissolve or liquidate, or consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety or transfer any of its beneficial interests to any entity. For so long as the First Mortgage exists on any portion of the Property, the limited liability company will not voluntarily commence a case with respect to itself or cause Three Rivers SPE, LLC to voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the members of the limited liability company. For so long as the First Mortgage exists on any portion of the Property, without first obtaining approval of the mortgagee holding the First Mortgage on any portion of the Property (i) no material amendment to the articles of organization or operating agreement of the limited liability company or of Three Rivers SPE, LLC may be

made and (ii) in the event the existence of Three Rivers SPE, LLC is not continued, the limited liability company shall not cause Three Rivers SPE, LLC to liquidate the Property. For so long as the First Mortgage exists on any portion of the Property, the limited liability company shall not withdraw as a member of Three Rivers SPE, LLC and shall not assign its membership interest without the unanimous consent of its Member(s) and Manager(s).

c. Indemnification

     Any indemnification of the limited liability company’s members or managers shall be fully subordinated to any obligations respecting Three Rivers SPE, LLC or the Property (including, without limitation, the First Mortgage) and such indemnification shall not constitute a claim against the limited liability company in the event that cash flow in excess of amounts necessary to pay holders of such obligations is insufficient to pay such obligations.

d. Separateness Covenants

     For so long as the First Mortgage exists on any portion of the Property, in order to preserve and ensure, its separate and distinct identity, in addition to the other provisions set forth in these articles of organization, the limited liability company shall conduct its affairs in accordance with the following provisions:

1.	It shall establish and maintain an office through which its business shall be conducted separate and apart from that of any of its members or affiliates and shall allocate fairly and reasonably any overhead for shared office space.
2.	It shall maintain records and books of account separate from those of any member or affiliate.
3.	When applicable, its board of managers shall hold appropriate meetings (or act by written consent) to authorize all appropriate company action.
4.	It shall observe all limited liability company formalities.
5.	It shall not commingle assets, including without limitation, bank accounts, with those of any member or affiliate.
6.	It shall hold all of its assets and conduct all of its business in its own name, and not that of any member or affiliate.
7.	It shall maintain financial statements separate from any member or affiliate.
8.	It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any member or affiliate.

9.	It shall maintain an arm’s length relationship with any member or affiliate and shall conduct any business with any member or affiliate pursuant to written agreements.
10.	It shall not guarantee or become obligated for the debts of any other entity, including any member or affiliate, or hold out its credit as being available to satisfy the obligations of others.
11.	It shall use stationery, invoices and checks separate from any member or affiliate.
12.	It shall not pledge its assets for the benefit of any other entity, including any member or affiliate.
13.	It shall hold itself out as an entity separate from any member or affiliate.
14.	It shall maintain adequate capital for the normal operations reasonably foreseeable in a business of its size and character and in light of contemplated business operations.

e. Definitions

     For purpose of this Addendum the following terms shall have the following meanings:

“affiliate” means any person controlling or controlled by or under common control with the limited liability company including, without limitation (i) any person who has a familial relationship, by blood, marriage or otherwise with any partner or employee of the limited liability company, or any affiliate thereof and (ii) any person which receives compensation for administrative, legal or accounting services from the limited liability company, or any affiliate. For purposes of this definition, “control” when used with respect to any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government or any agency or political subdivision thereof.

f. Voting

When voting on matters concerning Three Rivers SPE, LLC, notwithstanding that Three Rivers SPE, LLC is not then insolvent, the limited liability company shall take into account the interest of Three Rivers, LLC’s creditors as well as those of its members.

EXHIBIT A

PARCEL A LAND DESCRIPTION:

ALL THAT CERTAIN PIECE, PARCEL OR TRACT OF LAND CONTAINING 4.261 ACRES, LOCATED IN THE STATE OF SOUTH CAROLINA, COUNTY OF LEXINGTON, NEAR THE CITY OF WEST COLUMBIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A SCRIBED “X” IN CONC. CURB (O), LOCATED AT THE NORTHEASTERN QUADRANT OF THE RIGHT OF WAY INTERSECTION OF SUNSET BOULEVARD (U.S. HWY. NO. 378) AND FAIRLANE DRIVE; THENCE RUNNING ALONG THE NORTHERN RIGHT OF WAY OF SUNSET BOULEVARD S70°03’28”E FOR A DISTANCE OF 411.98’ TO A CALCULATED POINT AT THE INTERSECTION OF A 50’ INGRESS/EGRESS EASEMENT, SAID EASEMENT RUNS THROUGH PROPERTY OF NOW OR FORMERLY THREE RIVERS PARK LLC, THENCE TURNING AND RUNNING ALONG SAID EASEMENT N19°37’03”E FOR A DISTANCE OF 69.84’ TO A CALCULATED POINT, THENCE CONTINUING ALONG SAID EASEMENT ALONG THE ARC OF A CURVE HAVING A RADIUS OF 93.20’, A DELTA ANGLE OF 57°54’33”, AN ARC LENGTH OF 94.20’, A CHORD BEARING OF N48°34’19”E AND A CHORD DISTANCE OF 90.24’ TO A CALCULATED POINT, THENCE TURNING AND RUNNING ALONG SAID EASEMENT N77°31’36”E FOR A DISTANCE OF 165.79’ TO A CALCULATED POINT, THENCE TURNING AND RUNNING ALONG SAID EASEMENT ALONG THE ARC OF A CURVE HAVING A RADIUS OF 124.41’, A DELTA ANGLE OF 78°31’58”, AN ARC LENGTH OF 170.52’, A CHORD BEARING OF N38°15’37”E AND A CHORD DISTANCE OF 157.48” TO A CALCULATED POINT, THENCE TURNING AND RUNNING ALONG SAID EASEMENT N01°00’22”W FOR A DISTANCE OF 94.09’ TO A CALCULATED POINT LOCATED ON THE SOUTHERN BOUNDARY LINE OF PARCEL “A”, THENCE TURNING AND RUNNING ALONG PROPERTY OF NOW OR FORMERLY THREE RIVERS PARK LLC (ALL COURSES AND DISTANCES RUN CONTIGUOUS WITH THIS OWNER UNLESS OTHERWISE SPECIFIED) S87°02’52”W FOR A DISTANCE OF 69.49’ TO A 1/2” REBAR (O), THE POINT OF BEGINNING, THENCE TURNING AND RUNNING N01°13’02”W FOR A DISTANCE OF 26.06’ TO A “X” IN CONC. (O), THENCE TURNING AND RUNNING S87°00’36”W FOR A DISTANCE OF 150.72’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N39°37’03”W FOR A DISTANCE OF 163.45’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N02°59’57”W FOR A DISTANCE OF 115.48’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N45°01’05”E FOR A DISTANCE OF 330.56’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N86°40’48”E FOR A DISTANCE OF 92.41’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING S48°19’34”E FOR A DISTANCE OF 175.47’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N86°44’25”E FOR A DISTANCE OF 108.13’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING S03°16’30”E FOR A DISTANCE OF 212.19’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING N61°37’54”W FOR A DISTANCE OF 105.41’ TO A PK NAIL (O), THENCE TURNING AND RUNNING S41°43’05”W FOR A DISTANCE OF 176.61’ TO A 1/2” REBAR (O), THENCE TURNING AND RUNNING S01°03’58”E FOR A DISTANCE OF 88.81’ TO A 1/2”

REBAR (O), THENCE TURNING AND RUNNING S87°02’52”W FOR A DISTANCE OF 107.34’ TO A 1/2” REBAR (O), THE POINT OF BEGINNING.

TOGETHER WITH ALL THE EASEMENTS, APPURTENANCES, AMENITIES, INTERESTS, RIGHTS, AND PRIVILEGES SET FORTH IN THAT CERTAIN DEED OF ACCESS, UTILITIES, DRAINAGE AND OTHER EASEMENTS, DATED MAY 18, 2005 AND RECORDED MAY 18, 2005 IN BOOK 10141 AT PAGE 219 IN THE OFFICE OF THE REGISTER OF DEEDS FOR LEXINGTON COUNTY, AND TOGETHER WITH ALL RIGHTS, PRIVILEGES AND INTERESTS HOWEVER CHARACTERIZED IN AND TO ADJOINING OR OTHER PROPERTIES PROXIMATE TO PARCEL A DESCRIBED ABOVE AS ARE NECESSARY OR CONVENIENT TO CONTINUOUSLY OPERATE IMPROVEMENTS TO OR ON PARCEL A AS A BEHAVIORAL HEALTH CENTER AS MAY BE SET FORTH OR REFERRED TO IN THAT ASSIGNMENT OF EASEMENTS AND PRESCRIPTIVE RIGHTS DATED MAY 18, 2005, AND RECORDED IN BOOK 10141 AT PAGE 231 IN THE OFFICE OF THE REGISTER OF DEEDS FOR LEXINGTON COUNTY.

EX-3.163

EXHIBIT 3.163

ARTICLES OF ORGANIZATION
FOR
UNIVERSITY BEHAVIORAL, LLC

ARTICLE I
Name.

The name of the limited liability company is University Behavioral, LLC (the “Company”).

ARTICLE II
Address.

The mailing address and street address of the principal office of the Company is University Behavioral, LLC, 840 Crescent Centre Drive, Suite 460, Franklin, Tennessee 37067.

ARTICLE III

Registered Agent, Registered Office, and Registered Agent’s Signature.

The name and the Florida street address of the registered agent are:

NRAI Services, Inc.
2731 Executive Park Drive, Suite 4
Weston, Florida 33331

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, Florida Statutes.

NRAI Services, Inc.
By:	/s/ Eileen Chaddock
Registered Agent’s Signature

ARTICLE IV
Manager(s) or Managing Member(s).

The name and address of each Manager or Managing Member is as follows:

Title:	Name and Address:
MGRM	Premier Behavioral Solutions, Inc.
	840 Crescent Centre Drive, Suite 460
	Franklin, Tennessee 37067

PREMIER BEHAVIORAL SOLUTION, INC.,
sole member

     /s/ Chris Howard

     By: Chris Howard, Vice President & Secretary

EX-3.165

EXHIBIT 3.165

CERTIFICATE OF FORMATION
OF
VALLE VISTA HOSPITAL PARTNERS, LLC

     Pursuant to the provisions of §48-203-102 of the Tennessee Limited Liability Company Act, the undersigned hereby submits the following statement.

1. The limited liability company will be formed at 11:59 p.m. on September 30, 2005.

Signature Date: September 28, 2005

VALLE VISTA HOSPITAL PARTNERS, LLC
 

/s/ John J. Faldetta, Jr.  

John J. Faldetta, Jr., Authorized Person 

Articles of Organization

Name

     The name of the limited liability company is Valle Vista Hospital Partners, LLC (the “LLC”).

Registered Office and Agent

     The address of the registered office is 840 Crescent Centre Drive, Suite 460, Williamson County, Franklin, Tennessee 37067. The name of the initial registered agent is Rulon M. Briscoe.

Organizer

     John J. Faldetta, Jr., Esq., whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760, is the organizer of the LLC.

Number of Members

     At the date of the filing of the Articles of Conversion, there is one (1) member.

Date of Formation

     The existence of the LLC is to begin at the Effective Time, which is 11:59 p.m. on September 30, 2005.

Management

     The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its sole member in accordance with the LLC’s operating agreement and the Tennessee Limited Liability Company Act.

Principal Executive Office

     The principal executive office of the LLC is 840 Crescent Centre Drive, Suite 460, Franklin, Williamson County, Tennessee 37067.

EX-3.168

EXHIBIT 3.168

ARTICLES OF ORGANIZATION FOR
ZEUS ENDEAVORS, LLC,
A FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I
NAME

     The name of the Limited Liability Company is ZEUS ENDEAVORS, LLC.

ARTICLE II
ADDRESS

     The mailing address and street address of the principal office of the Limited Liability Company is 152 Lincoln Avenue, Winter Park, Florida 32789.

ARTICLE III
DURATION

     The period of duration for the Limited Liability Company shall be perpetual.

ARTICLE IV
MANAGEMENT

     The Limited Liability Company is to be managed by its managing member, and the name and address of the managing member is:

Alan Cohen	152 Lincoln Avenue
	Winter Park, Florida 32789

ARTICLE V

INITIAL REGISTERED OFFICE AND AGENT

     The address of the initial Registered Office of the Limited Liability Company is 280 West Canton Avenue, Suite 410, Winter Park, Florida 32789 and the initial Registered Agent at such address is Pohl & Short, P.A.

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     IN WITNESS WHEREOF, the undersigned managing member affirms that, under penalties of perjury, the facts stated herein are true, and the undersigned managing member has executed these Articles of Organization this 20^th day of June, 2000.

/s/ Alan Cohen  

Alan Cohen, Managing Member of  

ZEUS ENDEAVORS, LLC 

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ACCEPTANCE OF APPOINTMENT
BY INITIAL REGISTERED AGENT

     THE UNDERSIGNED, a Florida professional service corporation having been named in Article V of the forgoing Articles of Organization as initial Registered Agent at the office designated therein, hereby accepts such appointment and agrees to act in such capacity. The undersigned hereby states that it is familiar with, and hereby accepts, the obligations set forth in Section 608.407, Florida Statutes, and the undersigned will further comply with any other provisions of law made applicable to it as Registered Agent of the limited liability company.

     Dated this 20^th day of June, 2000.

Pohl & Short, P.A.
 

/s/ Frank L. Pohl  

Frank L. Pohl, President 

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EX-3.174

EXHIBIT 3.174

CERTIFICATE OF
LIMITED PARTNERSHIP
OF
HICKORY TRAIL HOSPITAL, L.P.

     The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

1. The name of the limited partnership is Hickory Trail Hospital, L.P.

2. The address of its registered office in Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of the registered agent at such address is National Registered Agents, Inc.

3. The name and mailing address of the sole general partner is:

Texas Hospital Holdings, LLC
840 Crescent Centre Drive, Suite 460
Franklin, Tennessee 37067

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of May 23, 2006.

TEXAS HOSPITAL HOLDINGS, LLC
By:	/s/ Steven T. Davidson
Name:	Steven T. Davidson
Its:	Vice President

EX-3.175

EXHIBIT 3.175

LIMITED PARTNERSHIP AGREEMENT

OF

HICKORY TRAIL HOSPITAL, L.P.

          THIS LIMITED PARTNERSHIP AGREEMENT, dated as of May 23, 2006, of Hickory Trail Hospital, L.P.(the “Partnership”), a Delaware limited partnership, is made by and between Texas Hospital Holdings, Inc., a Delaware corporation, and Texas Hospital Holdings, LLC, a Texas limited liability company.

W I T N E S S E T H:

          WHEREAS, the Partnership was formed on May ___, 2006 as a limited partnership pursuant to Delaware Revised Uniform Limited Partnership Act.

          NOW, THEREFORE, the Partners hereby agree as follows:

ARTICLE I
DEFINITIONS

          1.1. Definitions. As used herein the following terms shall have the indicated meanings:

          “Act” shall mean the Delaware Revised Uniform Limited Partnership Act, as hereafter amended from time to time.

          “Agreement” shall mean this Limited Partnership Agreement, as hereafter amended from time to time.

          “Certificate” shall mean the Certificate of Limited Partnership of the Partnership, as amended from time to time.

          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

          “Contributed Capital” shall mean of, or in respect of, each Partner as of any date the amount of money or other property, tangible or intangible, contributed by each Partner to the capital of the Partnership as of such date. The amount of Contributed Capital made in property other than money shall be the fair market value, net of assumed liabilities, of the contributed property as determined by each Partner.

          “General Partner” shall mean Texas Hospital Holdings, LLC.

          “Limited Partner” shall mean Texas Hospital Holdings, Inc.

          “Partner” shall mean those persons set forth on Schedule A hereto, as amended from time to time.

          “Partnership” shall mean Hickory Trail Hospital, L.P.

          “Partnership Percentage” shall mean, in the case of each Partner, a fraction, stated as a percentage, with a numerator equal to the number of Units held by such Partner and a denominator equal to the number of Units outstanding.

          “Unit” shall mean a unit of undivided partnership interest in the Partnership. Such interest includes any and all rights to which each Partner may be entitled as provided in this Agreement, together with all obligations of each Partner to comply with the terms and provisions of this Agreement. Each Partner’s Units shall constitute each Partner’s entire interest in the Partnership. Units shall be designated on Schedule A as General Partner Units or Limited Partner Units.

ARTICLE II
PURPOSE AND BUSINESS

          2.1. Name. The name of the Partnership is Hickory Trail Hospital, L.P. The Partnership may conduct its business under any name chosen by the General Partner, and the General Partner may in its sole discretion from time to time change the name under which the Partnership conducts its business. The Partnership shall file any assumed or fictitious name certificates as may be required to conduct business in any state.

          2.2. Purpose. The business to be conducted by the Partnership shall be to (a) own and operate a behavioral health care facility located in DeSoto, Texas, (b) carry on any and all activities necessary, proper, convenient, or advisable in connection therewith, and (c) undertake any other lawful business activity permitted by the laws of the State of Delaware.

          2.3. Term. The term of the Partnership shall commence upon filing of the Certificate of Limited Partnership of Hickory Trail Hospital, L.P. with the Delaware Secretary of State and shall continue until the completion of the Partnership’s dissolution, winding up, and liquidation as provided herein.

ARTICLE III
CAPITAL

          3.1. Contributed Capital. Concurrently with the execution of this Agreement, each Partner will purchase the number of Units set forth opposite each Partner’s name on Schedule A hereto in exchange for the Contributed Capital set forth thereon, payable in immediately available funds. Each Partner may make additional payments of Contributed Capital from time to time.

ARTICLE IV
DISTRIBUTIONS

          4.1. Distributions of Available Cash Flow and Allocation of Profits and Losses. The Partnership shall distribute to each Partner such cash funds, after (i) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at such time (including those which are in dispute) and (ii) provisions for adequate reserves for reasonably anticipated cash expenses and contingencies (which may include debt service on

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Company indebtedness), at such times, in such amounts and in such manner as shall be determined by the General Partner. Such distributions shall be made to the Partners in accordance with their Partnership Percentages. Profits and losses of the Partnership, as well as each item of income, loss, expense or gain for federal income tax purposes, shall be allocated among the Partners in accordance with their Partnership Percentage and the Treasury Regulations issued under Code Section 704. Each Partner shall have a capital account which shall be maintained in accordance with Code Section 704 and the Treasury Regulations thereunder (“Capital Account”).

          4.2. Limitations on Distributions. No distribution shall be declared by the General Partner and paid by the Partnership unless, after giving effect to the distribution, the Partnership will be able to pay its debts as they become due in the normal course of business and the Partnership’s total assets are more than the sum of the Partnership’s total liabilities, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Partnership only to the extent that the fair value of the property exceeds that liability.

ARTICLE V

PARTNERS

          5.1. Meetings. The Partners shall hold any meeting for the purpose of transacting such business as may be properly brought before the meeting. Any meeting may be held within or without the State of Delaware.

          5.2. Liability of Limited Partner. Except as otherwise provided by the Act, the Limited Partner shall not be obligated personally for any debt, obligation or liability of the Partnership solely by reason of being a Limited Partner of the Partnership. The Partnership shall indemnify the Limited Partner and hold it harmless from and against any and all debts, obligations and liabilities of the Partnership, if any, to which the Limited Partner becomes subject by reason of being a Limited Partner, whether arising in contract, tort or otherwise; provided, however, that the indemnification obligation of the Partnership under this Section 5.2 shall be paid only from the assets of the Partnership and the Partners shall have no personal obligation, or any obligation to make any payment of Contributed Capital with respect thereto.

          5.3. Exculpation of General Partner. No act or omission by the Partnership or the General Partner, except gross negligence or willful misconduct, shall ever subject the General Partner or its parent corporation, stockholders, officers, directors, employees, or agents to any liability to the Partnership or any Partner. The foregoing exculpation and exoneration expressly covers acts or omissions which constitute or are accompanied by simple, common or ordinary negligence.

ARTICLE VI

POWERS OF THE GENERAL PARTNER

          6.1. Management of the Partnership. The General Partner shall have full, exclusive and complete charge of all affairs and business of the Partnership and of the management and control of the Partnership, subject only to the limitations in this Agreement. The General Partner shall have all the rights and powers that may be possessed by a general partner under the Act and such rights and powers as are otherwise conferred by law or it

3

deems necessary, advisable or convenient in managing the business and affairs of the Partnership.

          6.2. Tax Matters Partner. The General Partner shall be the Tax Matters Partner as set forth in the Code and shall be empowered to represent the Partnership in all administrative and judicial proceedings involving federal income tax matters.

          6.3. Authority of the General Partner. No person dealing with the General Partner shall be required to determine the General Partner’s authority to make any commitment or undertaking on behalf of the Partnership nor to determine any fact or circumstance bearing upon the existence of its authority. No purchaser of any property or interest owned by the Partnership shall be required to determine the right to sell and the authority of the General Partner or its designees to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.

          6.4. Resignation. The General Partner may resign at any time with thirty (30) days written notice. Upon such resignation, the General Partner shall continue to own his Units, but such Units shall be converted to Limited Partner Units. Prior to the effective date of the withdrawal of a General Partner, the Limited Partner may elect an additional general partner of the Partnership who is hereby authorized to and shall continue the business of the Partnership without dissolution.

          6.5. Liability of the General Partner After Resignation or Removal. If the General Partner resigns in accordance with the terms of this Agreement or is removed in accordance with the provisions of this Agreement, its liability as a general partner shall cease as to future obligations of the Partnership, and the Partnership shall promptly take all steps reasonably necessary under the Act to cause such cessation of liability; provided, however, that if such resignation or removal causes a dissolution of the Partnership, the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Article VI of this Agreement, unless a successor General Partner is appointed by the Limited Partner.

          6.6. Election of Successor General Partner. Upon the withdrawal or termination of a General Partner, the remaining General Partner, if any, is hereby authorized to and shall continue the Partnership without dissolution. If all of the General Partners withdraw or their status is terminated pursuant to this Agreement or the Act, the Limited Partner may, within ninety (90) days of such withdrawal or termination of status, consent in writing to continue the business of the Partnership and to the election, to be effective as of the date of such withdrawal or termination of status, of one or more successor General Partners. Such election may occur before or after the effectiveness of such withdrawal or termination; provided, however, that if such election occurs before such effectiveness, the person so elected shall not become the General Partner until such withdrawal or termination is effective and such person has executed an amendment to this Agreement and has filed any and all such amendments to the Certificate and other documents necessary to comply with the Act, and shall agree to accept all accompanying liabilities, duties and obligations hereunder. The successor General Partner or General Partners shall purchase from the terminated or withdrawing General Partner its interest as general partner in the Partnership for an amount equal to its then capital account balance. If an additional or successor General Partner is admitted to the Partnership as

4

provided in this Agreement, the additional or successor General Partner, together with all remaining General Partners, are hereby authorized to and shall continue the business of the Partnership without dissolution (and if a successor General Partner is admitted at a time when the withdrawing General Partner is the sole remaining General Partner, such successor shall be admitted as a General Partner immediately prior to the effective date of the withdrawal from the Partnership of the withdrawing General Partner and such successor General Partner shall continue the business of the Partnership without dissolution).

ARTICLE VII

INDEMNIFICATION

          7.1. Standard for Indemnification. The Partnership shall indemnify, and upon request shall advance expenses prior to final disposition of a Proceeding (as defined in Section 7.5 below) to any person (or the estate or personal representative of any person) including, without limitation, the Partner who was or is a Party (as defined in Section 7.5 below) to or is threatened to be made a Party to, any Proceeding, whether or not by or in the right of the Partnership, by reason of the fact that such person is or was a Partner or an officer, employee, or agent of the Partnership, or its Partners or is or was serving at the request of the Partnership as a manager, officer, director, partner, trustee, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any Liability (as defined in Section 7.5 below): (a) to the full extent permitted by this Article VII, and (b) despite the fact that such person has not met the standard of conduct set forth in Section 7.6 or would be disqualified for indemnification under this Article VII, if a determination is made by the General Partner that (a) such person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, and (b) the acts or omissions of such person did not constitute gross negligence or willful misconduct. The Partnership may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any Liability which may be asserted against him or her.

          7.2. Effect of Provisions. The indemnification to be provided by the Partnership hereunder shall be paid only from the assets of the Partnership, and the Partners shall not have any personal obligation, or any obligation to make any payment of Contributed Capital, with respect thereto. The rights to indemnification and advancement of expenses set forth in Section 7.1 are intended to be contractual between the Partnership and the person being indemnified, and the heirs, executors, and administrators of such person, and in this respect are mandatory. The rights to indemnification and advancement of expenses set forth in Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancements of expenses may be entitled or granted by law, the Certificate, this Agreement, the General Partner, or an agreement with the Partnership, which means of indemnification and advancement of expenses are hereby specifically authorized.

          7.3. Repeal or Modification. Any repeal or modification of the provisions of this Article VII shall not affect any obligations of the Partnership or any rights regarding indemnification and advancement of expenses of an officer, employee, or agent with respect to any Proceeding for which indemnification or the advancement of expenses is requested, in which the alleged cause of action accrued at any time prior to such repeal or modification. If

5

an amendment to the Act hereafter limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VII which occur subsequent to the effective date of such amendment.

          7.4. Effect of Invalidity of Article. If this Article VII or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Partnership shall nevertheless indemnify each officer, employee, or agent of the Partnership as to any Liability incurred or other amounts paid with respect to any Proceeding, including without limitation, a grand jury Proceeding and any Proceeding by or in the right of the Partnership, to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated, by the Act, or by any other applicable law.

          7.5. Definitions. Unless the context otherwise requires, terms used in this Article VII shall have the following meanings:

     “Liability” shall mean the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including attorneys’ fees, incurred with respect to a Proceeding.

     “Party” shall include an individual who was, is, or is threatened to be a named a defendant or respondent in a Proceeding.

     “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal.

          7.6. Standard of Conduct. Each Partner, officer, employee or agent of the Partnership or a Partner shall discharge and perform his duties and responsibilities under this Agreement in good faith, in a manner such person reasonably believes to be in the best interests of the Partnership, and with ordinary care. No officer, employee or agent of the Partnership or a Partner shall be liable to the Partnership or to the Partners for monetary damages for any losses, claims, damages or liabilities arising from any act or omission performed or omitted by such person and arising out of or in connection with this Agreement or the Partnership’s business; provided, however, that such act or omission was taken in good faith, was reasonably believed by such person to be in the best interests of the Partnership, and such act or omission does not constitute fraud or dishonesty on the part of such person. Each officer, employee or agent shall be fully protected in relying in good faith upon the records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any officer, employee or other representative of the Partnership, or by any other person as to matters such officer, employee or other representative reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including without limitation information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence and amount of assets from which distributions to each Partner might properly be paid.

6

ARTICLE VIII
FISCAL MATTERS

          8.1. Tax Information. The Partnership shall have prepared and timely filed all required income tax reports. All elections permitted to be made under the Code and applicable state laws shall be made by and at the discretion of the General Partner.

          8.2. Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE IX

DISSOLUTION AND WINDING UP

          9.1. Events Causing Dissolution. The Partnership shall dissolve and commence winding up its affairs and liquidating its assets upon the occurrence of any of the following events: (a) the vote of all Partners to dissolve, (b) the occurrence of any event specified in the Act; (c) the sale of all or substantially all of the assets of the Partnership and the distribution of the net proceeds therefrom; or (d) as may be otherwise provided by law.

          9.2. Winding Up Affairs on Dissolution. Upon the occurrence of any of the events set forth in Section 9.1, the Partnership shall be wound up by the General Partner or other persons required or permitted by law to carry out such winding up. In such event, such person or persons shall promptly notify the Partners of such dissolution; shall wind up the affairs of the Partnership; shall prepare and file all instruments or documents required by law to be filed to reflect the dissolution of the Partnership; and, after paying or providing for the payment of all liabilities and obligations of the Partnership, shall distribute the assets of the Partnership as set forth below:

     (a) To pay all outstanding liabilities and expenses of the Partnership;

     (b) To establish such reserves for unknown or contingent liabilities, including without limitation reserves for environmental matters, as each Partner may determine; and

     (c) Any remaining balance shall be distributed to the Partners in accordance with their ending Capital Account balances.

ARTICLE X
GENERAL PROVISIONS

          10.1. Notices. Except as otherwise provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be duly given if delivered in writing personally to the person to whom it is authorized to be given, or if sent by mail or overnight delivery service, telecopy, telex or telegraph, to each Partner, at the Partner’s address set forth in Schedule A hereto, or to such other address as each Partner may from time to time specify by written notice to the Partnership. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, by telecopy, telex or telegraph, or as of the date on which the same was

7

deposited in the United States mail or overnight delivery service, charges prepaid or provided for, addressed and sent as aforesaid.

          10.2. Applicable Law. This Agreement and the rights of each Partner shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

          10.3. Severability. In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby.

8

          IN WITNESS WHEREOF, this Agreement is executed effective as of the date first set forth above.

GENERAL PARTNER TEXAS HOSPITAL HOLDINGS, LLC
By:	/s/ Steven T. Davidson
	Steven T. Davidson
	Vice President
LIMITED PARTNER TEXAS HOSPITAL HOLDINGS, INC.
By:	/s/ Steven T. Davidson
	Steven T. Davidson
	Vice President

9

SCHEDULE A

PARTNERS

			General
Partner Names	Contributed		Partnership		Limited
and Address	Capital		Units		Partnership Units
Texas Hospital Holdings, LLC 840 Crescent Centre Drive, Suite 460 Franklin, TN 37067	$	1.00		1
Texas Hospital Holdings, Inc. 840 Crescent Centre Drive, Suite 460 Franklin, TN 37067	$	99.00				99

EX-3.176

EXHIBIT 3.176

CERTIFICATE OF
LIMITED PARTNERSHIP
OF
HIGH PLAINS BEHAVIORAL HEALTH, L.P.

     The undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

1. The name of the limited partnership is High Plains Behavioral Health, L.P.

2. The address of its registered office in Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name of the registered agent at such address is National Registered Agents, Inc.

3. The name and mailing address of the sole general partner is:

PSI Texas Hospitals, LLC
840 Crescent Centre Drive, Suite 460
Franklin, Tennessee 37067

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of December 14, 2005.

PSI TEXAS HOSPITALS, LLC
By:	/s/ Jack E. Polson
Name:	Jack E. Polson
Its:	Vice President

EX-3.177

EXHIBIT 3.177

LIMITED PARTNERSHIP AGREEMENT

OF

HIGH PLAINS BEHAVIORAL HEALTH, L.P.

          THIS LIMITED PARTNERSHIP AGREEMENT, dated as of December 14, 2005, of High Plains Behavioral Health, L.P. (the “Partnership”), a Delaware limited partnership, is made by and between PSI Hospitals, Inc., a Delaware corporation, and PSI Texas Hospitals, LLC, a Texas limited liability company.

W I T N E S S E T H:

          WHEREAS, the Partnership was formed on December 14, 2005 as a limited partnership pursuant to Delaware Revised Uniform Limited Partnership Act.

          NOW, THEREFORE, the Partners hereby agree as follows:

ARTICLE I
DEFINITIONS

          1.1. Definitions. As used herein the following terms shall have the indicated meanings:

          “Act” shall mean the Delaware Revised Uniform Limited Partnership Act, as hereafter amended from time to time.

          “Agreement” shall mean this Limited Partnership Agreement, as hereafter amended from time to time.

          “Certificate” shall mean the Certificate of Limited Partnership of the Partnership, as amended from time to time.

          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

          “Contributed Capital” shall mean of, or in respect of, each Partner as of any date the amount of money or other property, tangible or intangible, contributed by each Partner to the capital of the Partnership as of such date. The amount of Contributed Capital made in property other than money shall be the fair market value, net of assumed liabilities, of the contributed property as determined by each Partner.

          “General Partner” shall mean PSI Texas Hospitals, LLC.

          “Limited Partner” shall mean PSI Hospitals, Inc.

          “Partner” shall mean those persons set forth on Schedule A hereto, as amended from time to time.

          “Partnership” shall mean High Plains Behavioral Health, L.P.

          “Partnership Percentage” shall mean, in the case of each Partner, a fraction, stated as a percentage, with a numerator equal to the number of Units held by such Partner and a denominator equal to the number of Units outstanding.

          “Unit” shall mean a unit of undivided partnership interest in the Partnership. Such interest includes any and all rights to which each Partner may be entitled as provided in this Agreement, together with all obligations of each Partner to comply with the terms and provisions of this Agreement. Each Partner’s Units shall constitute each Partner’s entire interest in the Partnership. Units shall be designated on Schedule A as General Partner Units or Limited Partner Units.

ARTICLE II
PURPOSE AND BUSINESS

          2.1. Name. The name of the Partnership is High Plains Behavioral Health, L.P. The Partnership may conduct its business under any name chosen by the General Partner, and the General Partner may in its sole discretion from time to time change the name under which the Partnership conducts its business. The Partnership shall file any assumed or fictitious name certificates as may be required to conduct business in any state.

          2.2. Purpose. The business to be conducted by the Partnership shall be to (a) own and operate a behavioral health care facility located in Midland, Texas, (b) carry on any and all activities necessary, proper, convenient, or advisable in connection therewith, and (c) undertake any other lawful business activity permitted by the laws of the State of Delaware.

          2.3. Term. The term of the Partnership shall commence upon filing of the Certificate of Limited Partnership of High Plains Behavioral Health, L.P. with the Delaware Secretary of State and shall continue until the completion of the Partnership’s dissolution, winding up, and liquidation as provided herein.

ARTICLE III
CAPITAL

          3.1. Contributed Capital. Concurrently with the execution of this Agreement, each Partner will purchase the number of Units set forth opposite each Partner’s name on Schedule A hereto in exchange for the Contributed Capital set forth thereon, payable in immediately available funds. Each Partner may make additional payments of Contributed Capital from time to time.

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ARTICLE IV
DISTRIBUTIONS

          4.1. Distributions of Available Cash Flow and Allocation of Profits and Losses. The Partnership shall distribute to each Partner such cash funds, after (i) provision for payment of all outstanding and unpaid current cash obligations of the Partnership at such time (including those which are in dispute) and (ii) provisions for adequate reserves for reasonably anticipated cash expenses and contingencies (which may include debt service on Company indebtedness), at such times, in such amounts and in such manner as shall be determined by the General Partner. Such distributions shall be made to the Partners in accordance with their Partnership Percentages. Profits and losses of the Partnership, as well as each item of income, loss, expense or gain for federal income tax purposes, shall be allocated among the Partners in accordance with their Partnership Percentage and the Treasury Regulations issued under Code Section 704. Each Partner shall have a capital account which shall be maintained in accordance with Code Section 704 and the Treasury Regulations thereunder (“Capital Account”).

          4.2. Limitations on Distributions. No distribution shall be declared by the General Partner and paid by the Partnership unless, after giving effect to the distribution, the Partnership will be able to pay its debts as they become due in the normal course of business and the Partnership’s total assets are more than the sum of the Partnership’s total liabilities, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Partnership only to the extent that the fair value of the property exceeds that liability.

ARTICLE V
PARTNERS

          5.1. Meetings. The Partners shall hold any meeting for the purpose of transacting such business as may be properly brought before the meeting. Any meeting may be held within or without the State of Delaware.

          5.2. Liability of Limited Partner. Except as otherwise provided by the Act, the Limited Partner shall not be obligated personally for any debt, obligation or liability of the Partnership solely by reason of being a Limited Partner of the Partnership. The Partnership shall indemnify the Limited Partner and hold it harmless from and against any and all debts, obligations and liabilities of the Partnership, if any, to which the Limited Partner becomes subject by reason of being a Limited Partner, whether arising in contract, tort or otherwise; provided, however, that the indemnification obligation of the Partnership under this Section 5.2 shall be paid only from the assets of the Partnership and the Partners shall have no personal obligation, or any obligation to make any payment of Contributed Capital with respect thereto.

          5.3. Exculpation of General Partner. No act or omission by the Partnership or the General Partner, except gross negligence or willful misconduct, shall ever subject the General Partner or its parent corporation, stockholders, officers, directors, employees, or agents to any liability to the Partnership or any Partner. The foregoing exculpation and exoneration expressly covers acts or omissions which constitute or are accompanied by simple, common or ordinary negligence.

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ARTICLE VI
POWERS OF THE GENERAL PARTNER

          6.1. Management of the Partnership. The General Partner shall have full, exclusive and complete charge of all affairs and business of the Partnership and of the management and control of the Partnership, subject only to the limitations in this Agreement. The General Partner shall have all the rights and powers that may be possessed by a general partner under the Act and such rights and powers as are otherwise conferred by law or it deems necessary, advisable or convenient in managing the business and affairs of the Partnership.

          6.2. Tax Matters Partner. The General Partner shall be the Tax Matters Partner as set forth in the Code and shall be empowered to represent the Partnership in all administrative and judicial proceedings involving federal income tax matters.

          6.3. Authority of the General Partner. No person dealing with the General Partner shall be required to determine the General Partner’s authority to make any commitment or undertaking on behalf of the Partnership nor to determine any fact or circumstance bearing upon the existence of its authority. No purchaser of any property or interest owned by the Partnership shall be required to determine the right to sell and the authority of the General Partner or its designees to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith.

          6.4. Resignation. The General Partner may resign at any time with thirty (30) days written notice. Upon such resignation, the General Partner shall continue to own his Units, but such Units shall be converted to Limited Partner Units. Prior to the effective date of the withdrawal of a General Partner, the Limited Partner may elect an additional general partner of the Partnership who is hereby authorized to and shall continue the business of the Partnership without dissolution.

          6.5. Liability of the General Partner After Resignation or Removal. If the General Partner resigns in accordance with the terms of this Agreement or is removed in accordance with the provisions of this Agreement, its liability as a general partner shall cease as to future obligations of the Partnership, and the Partnership shall promptly take all steps reasonably necessary under the Act to cause such cessation of liability; provided, however, that if such resignation or removal causes a dissolution of the Partnership, the General Partner shall remain the General Partner of the Partnership for purposes of the winding up of the Partnership pursuant to Article VI of this Agreement, unless a successor General Partner is appointed by the Limited Partner.

          6.6. Election of Successor General Partner. Upon the withdrawal or termination of a General Partner, the remaining General Partner, if any, is hereby authorized to and shall continue the Partnership without dissolution. If all of the General Partners withdraw or their status is terminated pursuant to this Agreement or the Act, the Limited Partner may, within ninety (90) days of such withdrawal or termination of status, consent in writing to continue the business of the Partnership and to the election, to be effective as of the date of such withdrawal or termination of status, of one or more successor General Partners. Such election may occur before or after the effectiveness of such withdrawal or termination; provided, however, that if such election occurs before such effectiveness, the person so elected shall not become the General Partner until such withdrawal or termination is effective and such person has executed an amendment to this Agreement and has filed any and all such amendments to the Certificate and other

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documents necessary to comply with the Act, and shall agree to accept all accompanying liabilities, duties and obligations hereunder. The successor General Partner or General Partners shall purchase from the terminated or withdrawing General Partner its interest as general partner in the Partnership for an amount equal to its then capital account balance. If an additional or successor General Partner is admitted to the Partnership as provided in this Agreement, the additional or successor General Partner, together with all remaining General Partners, are hereby authorized to and shall continue the business of the Partnership without dissolution (and if a successor General Partner is admitted at a time when the withdrawing General Partner is the sole remaining General Partner, such successor shall be admitted as a General Partner immediately prior to the effective date of the withdrawal from the Partnership of the withdrawing General Partner and such successor General Partner shall continue the business of the Partnership without dissolution).

ARTICLE VII
INDEMNIFICATION

          7.1. Standard for Indemnification. The Partnership shall indemnify, and upon request shall advance expenses prior to final disposition of a Proceeding (as defined in Section 7.5 below) to any person (or the estate or personal representative of any person) including, without limitation, the Partner who was or is a Party (as defined in Section 7.5 below) to or is threatened to be made a Party to, any Proceeding, whether or not by or in the right of the Partnership, by reason of the fact that such person is or was a Partner or an officer, employee, or agent of the Partnership, or its Partners or is or was serving at the request of the Partnership as a manager, officer, director, partner, trustee, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any Liability (as defined in Section 7.5 below): (a) to the full extent permitted by this Article VII, and (b) despite the fact that such person has not met the standard of conduct set forth in Section 7.6 or would be disqualified for indemnification under this Article VII, if a determination is made by the General Partner that (a) such person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, and (b) the acts or omissions of such person did not constitute gross negligence or willful misconduct. The Partnership may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any Liability which may be asserted against him or her.

          7.2. Effect of Provisions. The indemnification to be provided by the Partnership hereunder shall be paid only from the assets of the Partnership, and the Partners shall not have any personal obligation, or any obligation to make any payment of Contributed Capital, with respect thereto. The rights to indemnification and advancement of expenses set forth in Section 7.1 are intended to be contractual between the Partnership and the person being indemnified, and the heirs, executors, and administrators of such person, and in this respect are mandatory. The rights to indemnification and advancement of expenses set forth in Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancements of expenses may be entitled or granted by law, the Certificate, this Agreement, the General Partner, or an agreement with the Partnership, which means of indemnification and advancement of expenses are hereby specifically authorized.

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          7.3. Repeal or Modification. Any repeal or modification of the provisions of this Article VII shall not affect any obligations of the Partnership or any rights regarding indemnification and advancement of expenses of an officer, employee, or agent with respect to any Proceeding for which indemnification or the advancement of expenses is requested, in which the alleged cause of action accrued at any time prior to such repeal or modification. If an amendment to the Act hereafter limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Article VII which occur subsequent to the effective date of such amendment.

          7.4. Effect of Invalidity of Article. If this Article VII or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Partnership shall nevertheless indemnify each officer, employee, or agent of the Partnership as to any Liability incurred or other amounts paid with respect to any Proceeding, including without limitation, a grand jury Proceeding and any Proceeding by or in the right of the Partnership, to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated, by the Act, or by any other applicable law.

          7.5. Definitions. Unless the context otherwise requires, terms used in this Article VII shall have the following meanings:

     “Liability” shall mean the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including attorneys’ fees, incurred with respect to a Proceeding.

     “Party” shall include an individual who was, is, or is threatened to be a named a defendant or respondent in a Proceeding.

     “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal.

          7.6. Standard of Conduct. Each Partner, officer, employee or agent of the Partnership or a Partner shall discharge and perform his duties and responsibilities under this Agreement in good faith, in a manner such person reasonably believes to be in the best interests of the Partnership, and with ordinary care. No officer, employee or agent of the Partnership or a Partner shall be liable to the Partnership or to the Partners for monetary damages for any losses, claims, damages or liabilities arising from any act or omission performed or omitted by such person and arising out of or in connection with this Agreement or the Partnership’s business; provided, however, that such act or omission was taken in good faith, was reasonably believed by such person to be in the best interests of the Partnership, and such act or omission does not constitute fraud or dishonesty on the part of such person. Each officer, employee or agent shall be fully protected in relying in good faith upon the records of the Partnership and upon such information, opinions, reports or statements presented to the Partnership by any officer, employee or other representative of the Partnership, or by any other person as to matters such officer, employee or other representative reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including without limitation information, opinions, reports or statements as to

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the value and amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence and amount of assets from which distributions to each Partner might properly be paid.

ARTICLE VIII
FISCAL MATTERS

          8.1. Tax Information. The Partnership shall have prepared and timely filed all required income tax reports. All elections permitted to be made under the Code and applicable state laws shall be made by and at the discretion of the General Partner.

          8.2. Fiscal Year. The fiscal year of the Partnership shall be the calendar year.

ARTICLE IX
DISSOLUTION AND WINDING UP

          9.1. Events Causing Dissolution. The Partnership shall dissolve and commence winding up its affairs and liquidating its assets upon the occurrence of any of the following events: (a) the vote of all Partners to dissolve, (b) the occurrence of any event specified in the Act; (c) the sale of all or substantially all of the assets of the Partnership and the distribution of the net proceeds therefrom; or (d) as may be otherwise provided by law.

          9.2. Winding Up Affairs on Dissolution. Upon the occurrence of any of the events set forth in Section 9.1, the Partnership shall be wound up by the General Partner or other persons required or permitted by law to carry out such winding up. In such event, such person or persons shall promptly notify the Partners of such dissolution; shall wind up the affairs of the Partnership; shall prepare and file all instruments or documents required by law to be filed to reflect the dissolution of the Partnership; and, after paying or providing for the payment of all liabilities and obligations of the Partnership, shall distribute the assets of the Partnership as set forth below:

     (a) To pay all outstanding liabilities and expenses of the Partnership;

     (b) To establish such reserves for unknown or contingent liabilities, including without limitation reserves for environmental matters, as each Partner may determine; and

     (c) Any remaining balance shall be distributed to the Partners in accordance with their ending Capital Account balances.

ARTICLE X
GENERAL PROVISIONS

          10.1. Notices. Except as otherwise provided in this Agreement, any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be duly given if delivered in writing personally to the person to whom it is authorized to be given, or if sent by mail or overnight delivery service, telecopy, telex or telegraph, to each Partner, at the Partner’s address set forth in Schedule A hereto, or to such

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other address as each Partner may from time to time specify by written notice to the Partnership. Any such notice shall be deemed to be given as of the date so delivered, if delivered personally, by telecopy, telex or telegraph, or as of the date on which the same was deposited in the United States mail or overnight delivery service, charges prepaid or provided for, addressed and sent as aforesaid.

          10.2. Applicable Law. This Agreement and the rights of each Partner shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

          10.3. Severability. In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby.

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          IN WITNESS WHEREOF, this Agreement is executed effective as of the date first set forth above.

GENERAL PARTNER PSI TEXAS HOSPITALS, LLC
By:	/s/ Christopher L. Howard
	Christopher L. Howard
	Vice President and Secretary
LIMITED PARTNER PSI HOSPITALS, INC.
By:	/s/ Christopher L. Howard
	Christopher L. Howard
	Vice President and Secretary

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SCHEDULE A

PARTNERS

			General
Partner Names	Contributed		Partnership		Limited
and Address	Capital		Units		Partnership Units
PSI Texas Hospitals, LLC 840 Crescent Centre Drive, Suite 460 Franklin, TN 37067	$	1.00		1
PSI Hospitals, Inc. 840 Crescent Centre Drive, Suite 460 Franklin, TN 37067	$	99.00				99

EX-3.182

EXHIBIT 3.182

Form 207

Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
FAX: 512/463-5709

Filing Fee: $750
Certificate of Limited Partnership
Pursuant to Article 6132a-1

Article 1 — Name of Limited Partnership

The Name of the Limited Partnership is: SHC-KPH, LP

The name must contain the words “Limited Partnership,” or “Limited,” or an abbreviation “L.P.,” “LP,” or “Ltd.” as the last words or letters of its name. The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for “name availability” is recommended.

Article 2 — Principal Office

The address of the principal office in the United States where records of the partnership are to be kept or made available is set forth below:

504 Seville Road, Suite 201 Denton, TX USA 76205

     Article 3 — Registered Agent and Registered Office (Select and complete either A or B and complete C)

o A. The initial registered agent is an organization (cannot be limited partnership named above) by the name of:

OR

þ B. The initial registered agent is an individual resident of the state whose name is set forth below:

Name:
Jerry G. Browder

C. The business address of the registered agent and the registered office address is:

Street Address
504 Seville Road, Suite 201 Denton, TX USA 76205

Article 4 — General Partner Information

The name, street address, and the mailing address of the business or residence of each general partner is as follows:

General Partner 1: (Business Name)
Kingwood Pines Hospital, LLC

Street Address
504 Seville Road, Suite 201 Denton, TX USA 76205

Mailing Address
504 Seville Road, Suite 201 Denton, TX USA 76205

Supplemental Provisions/Information

[The attached addendum, if any, is incorporated herein by reference.]

Effective Date of Filing

A. þ This document becomes effective when the document is filed by the secretary of state.

OR

B. o This document becomes effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state. The delayed effective date is:

Name Reservation Document Number

Execution

The undersigned sign this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

Signature of General partner 1: Jerry G. Browder

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP

     Pursuant to the provisions of Section 2.02 of the Texas Revised Partnership Act, the undersigned limited partnership desires to amend its certificate of limited partnership and for that purpose submits the following certificate of amendment.

1.	The name of the limited partnership is SHC-KPH, LP.
2.	The certificate of limited partnership is amended as follows:
	Under Article 2, the address of the principal office in the United States where records of the partnership are to be kept or made available is set forth to 2941 South Lake Vista Drive, Lewisville, Texas, USA 75067; and
	Under Article 4, he street address and mailing address of the general partner, Kingwood Pines Hospital, LLC is set to 2941 South Lake Vista Drive, Lewisville, Texas, USA 75067.

Dated December 1, 2006.

SHC-KPH, LP
By:	Kingwood Pines Hospital, LLC
	General Partner
	/s/ David K. Meyercord David K. Meyercord
	Executive Vice President and Secretary

EX-3.183

EXHIBIT 3.183

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

SHC-KPH, LP

     This Limited Partnership Agreement is made and entered into this 31st day of May, 2007, by and between Kingwood Pines Hospital, LLC, a Texas limited liability company, the principal place of business of which is 6640 Carothers Parkway, Suite 500 Franklin, TN 37067, as the general partner (the “General Partner”), and HHC Kingwood Investment, LLC, a Delaware limited liability company, the principal place of business of which is 6640 Carothers Parkway, Suite 500 Franklin, TN 37067, as the limited partner (the “Limited Partner”). (The General Partner and Limited Partner are collectively referred to herein as the “Partners.”)

     The Partners hereby agree as follows:

ARTICLE 1.

GENERAL

     1.1 Formation. The Partners hereby form SHC-KPH, LP (the “Partnership”) as a limited partnership under the Texas Revised Limited Partnership Act (the “Limited Partnership Act”).

     1.2 Name. The name of the Partnership shall be “SHC-KPH, LP” and all business of the Partnership shall be conducted in such name; provided, however, the General Partner may change the name of the Partnership at any time and from time to time by notice to the Limited Partner.

     1.3 Purpose. The purpose of the Partnership is to engage in any lawful act or activity in which a limited partnership may engage under the Limited Partnership Act including, without limitation, the acquisition, development, construction, owning, mortgaging, encumbering, leasing, disposition, improvement of and otherwise dealing with real property and related personal property.

     1.4 Term. The term of the Partnership shall commence upon filing of the Certificate of Limited Partnership of SHC-KPH, LP (the “Certificate”) with the Texas Secretary of State and shall continue until the completion of the Partnership’s dissolution, winding up, and liquidation as provided herein.

     1.5 Place of Business. The Partnership may have such places of business within the United States of America as the General Partner determines to be appropriate from time to time.

     1.6 Registered Agent. The registered agent for service of process on the Partnership in the State of Texas shall be National Registered Agents, Inc., 350 N. St. Paul St., Suite 2900, Dallas, Texas 75201, or such other person as the General Partner may designate from time to time.

     1.7 Filings. The General Partner has executed and shall cause to be filed the Certificate in the office of the Texas Secretary of State, in accordance with the provisions of the Limited Partnership Act, and shall execute and file such other certificates or documents required by any state or other jurisdiction in which the Partnership engages in business. The General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership and shall execute and file for public record any and all filings in all places and at such times as necessary for the continuation of and transaction of business by the Partnership.

ARTICLE 2.

CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

     2.1 General Partner. The General Partner shall contribute the sum of One Dollar ($1.00) as and for the General Partner’s initial capital contribution for its general partnership interest in the Partnership. Except as provided in this Section 2.1, the General Partner shall not be required to make any other capital contributions to the Partnership.

     2.2 Contribution of Limited Partner. The Limited Partner shall contribute the sum of Ninety-Nine Dollars ($99.00) to the Partnership as and for its initial capital contribution for its limited partnership interest in the Partnership.

     2.3 No Right to Demand Capital Contributions; No Priorities. Except as otherwise provided in this Agreement and permitted by the Limited Partnership Act, the Limited Partner shall not demand or receive a return of all or a portion of its capital contributions or withdraw from the Partnership without the written consent of the General Partner. Under circumstances requiring a return of any capital contributions, no Partner shall have the right to receive property other than cash except as may be specifically provided herein. No Partner shall have priority over any other Partner, either with respect to the return of capital contributions or with respect to profits, losses or distributions.

     2.4 No Interest on Capital Contributions. No Partner shall receive any interest, salary or drawing with respect to its capital contributions or its capital account or for services rendered to the Partnership or otherwise in its capacity as a Partner, except as otherwise provided in this Agreement.

     2.5 Limited Liability. The Limited Partner shall not be liable for the debts, liabilities, contracts or any other obligations of the Partnership. Except as otherwise provided by applicable law, the Limited Partner shall be liable only to make its capital contributions and shall not be required to lend any funds to the Partnership or, after its initial capital contribution has been made, to make any additional capital contributions to the Partnership. Except as otherwise provided in this Agreement, the General Partner shall not have any personal liability for the repayment of any capital contributions of the Limited Partner. The Limited Partner shall not participate in the control of the business of the Partnership.

     2.6 Establishment of Capital Accounts. A capital account shall be established and maintained for each Partner in accordance with Section 704(b) of the Internal Revenue Code of 294483-1 1986, as amended from time to time (the “Code”), the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) and this Agreement.

ARTICLE 3.

ALLOCATIONS AND DISTRIBUTIONS

     3.1 Participation in Profits or Losses. Profits or losses of the Partnership, including all items of income, gain, loss, deduction, and credit, for each fiscal >ear shall be allocated one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partner.

     3.2 Basis for Determining Profits or Losses. For purposes of determining the profits, losses, and each item thereof allocable to any period, profits, losses, and each item thereof shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

     3.3 Distributions. Except as otherwise provided in Article 7 hereof, distributions of cash or other property shall be made, at such times as the General Partner may determine, one percent (1%) to the General Partner and ninety-nine percent (99%) to the Limited Partner.

ARTICLE 4.

MANAGEMENT

     4.1 Management of the Partnership. The General Partner shall have full, exclusive and complete charge of all affairs and business of the Partnership and of the management and control of the Partnership, subject only to the limitations in this Agreement. The General Partner shall have all the rights and powers that may be possessed by a general partner under the Limited Partnership Act and such rights and powers as are otherwise conferred by law or it deems necessary, advisable or convenient in managing the business and affairs of the Partnership.

     4.2 Limited Role of Limited Partner. Except as otherwise set forth in this Section 4.2, the Limited Partner shall not take part in, or interfere in any manner with, the conduct or control of the business or affairs of the Partnership or have any authority to act for, or on behalf of, the Partnership; provided, however, at the sole and absolute discretion of the General Partner, the Limited Partner may possess and exercise any of the powers allowed to be possessed or exercised by a limited partner under the Limited Partnership Act without the Limited Partner being deemed to participate in the control of the Partnership’s business.

     4.3 Exculpation of General Partner. No act or omission by the Partnership or the General Partner, except gross negligence or willful misconduct, shall ever subject the General Partner or its parent corporation, their shareholders, officers, directors, employees, or agents to any liability to the Partnership or any Partner. The foregoing exculpation and exoneration expressly covers acts or omissions which constitute or are accompanied by simple, common or ordinary negligence.

     4.4 Indemnification of General Partner. To the fullest extent provided by law, the Partnership shall indemnify the General Partner and its parent corporation, their shareholders, 294483-1 officers, directors, partners, agents and employees, and hold them harmless from and against all claims and liabilities arising from, or related to, any qualified act or omission of the Partnership and/or the General Partner under this Agreement, including all damages, judgments, fees, settlements, costs and attorneys’ fees actually and reasonably paid or incurred by the General Partner or its parent corporation in connection with any action, claim, suit or proceeding covered by this indemnity. A “qualified act or omission” for purposes of this Section 4.4 is an act or omission done in good faith or in a manner the

General Partner or its. parent corporation reasonably believed to be in, or not opposed to, the best interest of the Partnership.

ARTICLE 5.

TRANSFERS OF INTERESTS

     5.1 Voluntary Transfers by General Partner. The General Partner shall have the right to sell, assign, transfer, give or in any other way dispose of its entire interest as general partner of the Partnership. Prior to the effective date of such sale, assignment or transfer, such purchaser, assignee or transferee shall be admitted as an additional general partner of the Partnership and is hereby authorized to continue the business of the Partnership without dissolution. Upon such a sale or other disposition, the General Partner shall cease to be a general partner of the Partnership as provided in Article 6. Notwithstanding anything in this Agreement to the contrary, the General Partner may pledge, encumber, or otherwise give as collateral for loans or other indebtedness, its general partnership interest in the Partnership without notice to or the consent of the Limited Partner; upon any such pledge, encumbrance or grant of a security interest by the General Partner, the General Partner shall not cease to be a general partner of the Partnership.

     5.2 Transfer by Limited Partner. No voluntary assignments, transfers, hypothecation or encumbrance of the Limited Partner’s interest or any portion thereof shall be permitted unless (i) the prior written consent of the General Partner is obtained, and (ii) said assignment, transfer, hypothecation or encumbrance, in the opinion of counsel satisfactory to the General Partner, complies with all applicable securities laws, and does not dissolve the Partnership under the Limited Partnership Act. The requirement of said opinion may be waived in the sole discretion of the General Partner. Any such transfer, assignment, hypothecation or encumbrance of the Limited Partner’s interest shall not require the dissolution, winding up and liquidation of the Partnership. Except to the extent otherwise specified in any such assignment, an assignee of any interest in the Partnership shall be entitled to receive allocations of profits or losses, including all items of income, gain, loss, deduction, and credit thereof, and distributions of cash or other property attributable to the assigned interest from and after the date on which such assignment is treated to have occurred under this Agreement. No assignee of all or any part of the Limited Partner’s interest shall become a substituted Limited Partner with respect to such interest unless the General Partner shall consent thereto in writing, such consent to be in the sole discretion of the General Partner. A person who acquires an interest in the Partnership but who is not admitted as a substituted Limited Partner pursuant to this Section 5.2 shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books and records of the Partnership, and shall not have any of the rights, including but not limited to the right to vote, of a General Partner or a Limited Partner under the Limited Partnership Act or this Agreement. Accordingly, with respect to such rights, including 294483-1 but not limited to the right to vote, a Limited Partner shall be treated for purposes of this Agreement as the owner of any interest assigned by him with respect to which the assignee has not become a substituted Limited Partner.

     5.3 Bankruptcy or Dissolution of the Limited Partner. Upon the bankruptcy, dissolution, or cessation to exist as a legal entity of the Limited Partner, the authorized representative or successor of such Limited Partner shall have all the rights of the Limited Partner for the purpose of effecting the orderly winding up and dissolution of the business and affairs of such Limited Partner and such power as the Limited Partner possessed to constitute a successor as an assignee and in making application to substitute such assignee as a Limited Partner.

ARTICLE 6.

RESIGNATION OF OR TERMINATION OF STATUS AS GENERAL PARTNER

     6.1 Withdrawal of General Partner. The General Partner shall have the right to withdraw as and cease to be the General Partner at any time upon thirty (30) days written notice to the Limited Partner. Prior to the effective date of the withdrawal of a General Partner, the Limited Partner may elect an additional general partner of the Partnership who is hereby authorized to and shall continue the business of the Partnership without dissolution.

     6.2 Termination of Status As General Partner. The General Partner shall cease to be the General Partner upon the occurrence of any of the following events: (i) the transfer of its general interest in the Partnership pursuant to Section 5.1, (ii) the vote by the Limited Partner to remove such General Partner for good cause (which shall mean gross negligence or fraud in failure to comply with any material covenant or agreement contained in this Agreement), and delivery to the General Partner of written notice of such vote, (iii) the bankruptcy of the General Partner or the filing of a certificate of dissolution, or its equivalent, or (iv) the involuntary transfer by operation of law of the General Partner’s interest in the Partnership.

     6.3 Liability of the General Partner after Resignation or Termination. If the General Partner resigns or its status as a general partner is terminated in accordance with the provisions of this Article 6 or the Limited Partnership Act, the General Partner’s liability as a general partner of the Partnership under the Limited Partnership Act and this Agreement shall cease and the Partnership shall promptly take all steps reasonably necessary under the Limited Partnership Act to cause such cessation of liability; provided, however, that if the General Partner resigns during dissolution and winding up the Partnership, the General Partner shall continue to be the General Partner for purposes of winding up the Partnership’s affairs pursuant to Section 7.2 of this Agreement, unless a successor General Partner is elected.

     6.4 Election of Successor General Partner. Upon the withdrawal or termination of general partnership status of a General Partner, the remaining General Partner, if any, is hereby authorized to and shall continue the Partnership without dissolution. If all of the General Partners withdraw or their status is terminated pursuant to this Agreement or the Limited Partnership Act, the Limited Partner may, within ninety (90) days of such withdrawal or termination of status, consent in writing to continue the business of the Partnership and to the 294483-1 election, to be effective as of the date of such withdrawal or termination of status, of one or more successor General Partners. Such election may occur before or after the effectiveness of such withdrawal or termination; provided, however, that if such election occurs before such effectiveness, the person so elected shall not become the General Partner until such withdrawal or termination is effective and such person has executed an amendment to this Agreement and has filed any and all such amendments to the Certificate and other documents necessary to comply with the Limited Partnership Act, and shall agree to accept all accompanying liabilities, duties and obligations hereunder. The successor General Partner or General Partners shall purchase from the terminated or withdrawing General Partner its interest as general partner in the Partnership for an amount equal to its then capital account balance. If an additional or successor General Partner is admitted to the Partnership as provided in this Agreement, the additional or successor General Partner, together with all remaining General Partners, are hereby authorized to and shall continue the business of the Partnership without dissolution (and if a successor General Partner is admitted at a time when the withdrawing General Partner is the sole remaining General Partner, such successor shall be admitted as a General Partner immediately prior to the effective date of the withdrawal from the Partnership of the withdrawing General Partner and such successor General Partner shall continue the business of the Partnership without dissolution).

ARTICLE 7.

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

     7.1 Dissolution of the Partnership. The Partnership shall dissolve and commence winding up its affairs and liquidating its assets upon the occurrence of (i) the written consent of the Limited Partner to dissolve, wind up and liquidate the Partnership, (ii) the withdrawal, removal, bankruptcy, the filing of a certificate of dissolution, or its equivalent, of the General Partner, or any other event which under the Limited Partnership Act causes a general partner to cease to be a general partner of the Partnership, unless (a) at the time of the occurrence of such event there is a remaining general partner who agrees to continue the business of the Partnership without dissolution and does so, or (b) within ninety (90) days of such event, the Limited Partner agrees in writing to the continuation of the business of the Partnership and to the appointment (effective as of the date of such event) of one or more additional or successor general partners of the Partnership, (iii) the occurrence of any other event that makes it unlawful, impossible, or impractical to carry on the business of the Partnership, (iv) the bankruptcy of the Partnership, or (v) the entry of a decree of judicial dissolution of the Partnership pursuant to the Limited Partnership Act.

     7.2 Winding Up and Liquidation of the Partnership. Upon the dissolution of the Partnership as described in Section 7.1, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. The General Partner shall be responsible for overseeing the winding up and liquidation of the Partnership and shall take full account of the Partnership’s liabilities and assets. Such assets shall be liquidated thereafter as promptly as is consistent with obtaining the fair market value thereof The proceeds therefrom, to the extent sufficient, shall be applied and distributed (i) first to creditors, including Partners who are creditors to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership (whether by payment or the making of reasonable provisions for payment thereof), and (ii) the balance, if any, to the Partners 294483-1 in accordance with their capital account balances, after giving effect to all contributions, distributions and allocations for all periods.

     7.3 Certificate of Cancellation. Upon completing the winding up and liquidation of the Partnership, the General Partner shall execute, acknowledge, and cause to be filed a Certificate of Cancellation of the Partnership as provided by the Limited Partnership Act and such other documents as may be required by any state or other jurisdiction in which the Partnership engages in business to evidence the Partnership’s dissolution and termination of existence. The Limited Partner shall join in executing such documents if such joinder is required by the Limited Partnership Act or deemed necessary or appropriate by the General Partner. Upon the filing of a Certificate of Cancellation of the Partnership and any other documents necessary to terminate the existence of the Partnership in the appropriate public office(s) as required under the Limited Partnership Act, the Partners shall cease to be such and the Partnership and this Agreement shall be terminated.

ARTICLE 8.

BOOKS OF ACCOUNT, ACCOUNTING, REPORTS.

FISCAL YEAR AND BANKING

     8.1 Books of Account. The Partnership’s books and records and this Agreement, and all amendments hereto, shall be maintained at the office of the Partnership located at 113 Seaboard Lane, Suite C-100, Franklin, Tennessee 37067, as required by the Limited Partnership Act, and the Limited Partner shall have reasonable access thereto for inspection and examination. The books and records shall reflect all Partnership transactions and shall be appropriate and adequate for the Partnership’s business.

     8.2 Accounting and Reports; Audit. As soon as reasonably practicable after the end of each fiscal year, each Partner shall be furnished with a copy of a statement of income or loss of the Partnership for such year, and a statement showing the amounts allocated to such Partner pursuant to this Agreement during or in respect of such year, and any items of income, expense or credit allocated to it for purposes of federal income taxation pursuant to this Agreement, all prepared in accordance with the accounting method adopted by the Partnership, all of which information will be reflected in the Partnership’s federal income tax return; and delivery of a copy of such tax return to each Partner shall be sufficient to fulfill the obligation of the General Partner with respect to providing such information. In addition, the General Partner shall submit such other reports as it shall deem necessary to keep the Limited Partner advised of the status of Partnership operations.

ARTICLE 9.

MISCELLANEOUS PROVISIONS

     9.1 Further Action. Each Partner shall execute and deliver such papers, documents and instruments, and perform such acts as are necessary or appropriate, in the sole discretion of the General Partner, to implement the terms hereof and the intent of the Partners hereto.

     9.2 Indemnity of Partners. Each Partner shall be liable to the extent of its respective interest in the Partnership. Subject to the foregoing limitation, each Partner shall indemnify and hold harmless the other Partners from and against any and all claims, losses, damages, costs or expenses of any kind or character in excess of such other Partners’ interests arising out of any transaction contemplated by this Agreement or resulting therefrom.

     9.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of such illegal, invalid and unenforceable provisions there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

     9.4 Right to Rely. Upon the Authority of General Partner. No person dealing with the General Partner shall be required to determine its authority to make any commitment or undertaking on behalf of the Partnership, nor to determine any fact or circumstance bearing upon the existence of its authority. In addition, no purchaser of any property or interest owned by the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchaser shall have received written notice affecting the same.

     9.5 Texas Law. The Partners intend that the laws of Texas govern the determination of the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of the parties.

     9.6 Waiver of Action for Partition. Each of the Partners irrevocably waives, during the term of the Partnership, any right to maintain any action for partition with respect to the Partnership’s property.

     9.7 Parties in Interest. Subject to the provisions contained herein, each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the respective parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

GENERAL PARTNER: HHC KINGWOOD INVESTMENT, LLC, a Delaware limited liability company
By:	/s/ Christopher L. Howard
	Christopher L. Howard, Vice President and Secretary
LIMITED PARTNER: KINGWOOD PINES HOSPITAL, LLC, a Texas limited liability company
By:	/s/ Christopher L. Howard
	Christopher L. Howard, Vice President and Secretary

SHC-KPH, LP
Amended and Restated Limited Partnership Agreement
Signature Page

EX-5.1

EXHIBIT 5.1

[Waller Lansden Dortch & Davis, LLP letterhead]

July 25, 2007

Psychiatric Solutions, Inc.
6640 Carothers Parkway, Suite 500
Franklin, Tennessee 37067

Ladies and Gentlemen:

     We have acted as counsel to Psychiatric Solutions, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-4, as may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933, as amended, relating to the registration of $250,000,000 aggregate principal amount of the Company’s 7³/4% Senior Subordinated Notes due 2015 (the “Notes”) and the accompanying guarantees (the “Guarantees”).

     In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Indenture dated as of July 6, 2005 between the Company, the subsidiary guarantors party thereto (the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the Notes will be issued (as amended and supplemented, the “Indenture”), the form of the Notes filed as an exhibit to the Registration Statement and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

     In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company and the Guarantors.

     Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that:

     1. The Notes are duly authorized, and, when duly executed on behalf of the Company, authenticated by the Trustee and delivered in accordance with the terms of the Indenture and as contemplated by the Registration Statement, will constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their

Psychiatric Solutions, Inc.
July 25, 2007
Page 2

terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that the waiver contained in Section 4.06 of the Indenture may be deemed unenforceable.

     2. The Guarantees to be executed by the Guarantors are duly authorized by the Guarantors, and, when duly executed on behalf of the Guarantors and when the Notes are duly authenticated by the Trustee and delivered in accordance with the terms of the Indenture and as contemplated by the Registration Statement, will constitute legal, valid and binding obligations of the Guarantors, enforceable against each of them in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that certain remedial provisions of the Guarantees are or may be unenforceable in whole or in part under the laws of the State of New York, but the inclusion of such provisions does not affect the validity of the Guarantees, and the Guarantees contain adequate provisions for the practical realization of the rights and benefits afforded thereby, and except that the waiver contained in Section 4.06 of the Indenture may be deemed unenforceable.

     We consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the prospectus which is a part of the Registration Statement.

Very truly yours,

/s/ Waller Lansden Dortch & Davis, LLP

EX-8.1

EXHIBIT 8.1

[Waller Lansden Dortch & Davis, LLP letterhead]

July 25, 2007

Psychiatric Solutions, Inc.
6640 Carothers Parkway, Suite 500
Franklin, TN 37067

Ladies and Gentlemen:

     We have acted as counsel to Psychiatric Solutions, Inc., a Delaware corporation (the “Company”), and the additional registrants as listed in the Registration Statement (as defined below), in connection with the offer to exchange up to $250,000,000 in aggregate principal amount of the Company’s 7³/4% Senior Subordinated Notes due 2015 (the “Registered Notes”) pursuant to the exchange offer (the “Exchange Offer”). The terms of the Registered Notes and the Exchange Offer are described in a Registration Statement on Form S-4 of the Company (the “Registration Statement”) to be filed with the Securities and Exchange Commission, which includes the prospectus of the Company (the “Prospectus”) relating to the Registered Notes and the Exchange Offer.

     You have requested our opinion regarding certain United States federal income tax consequences of participating in the Exchange Offer for Registered Notes described in the Prospectus. In connection with our opinion, we have examined the Registration Statement and the Prospectus, each substantially in the form being filed with the Securities and Exchange Commission, and such other documents, and have examined such laws and regulations, as we have deemed necessary for purposes of this opinion. In such examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, the genuineness of all signatures, and the correctness of all factual representations made therein. We have further assumed that the final executed documents will be substantially the same as those which we have reviewed and that there are no agreements or understandings between or among the parties to the documents with respect to the transactions contemplated therein other than those contained in the documents. For purposes of this opinion, we have not made an independent investigation or audit of the facts set forth in the above referenced documents.

     This opinion is based on relevant provisions of the Internal Revenue Code of 1986, as amended, the Treasury regulations issued thereunder, court decisions and administrative determinations as currently in effect, all of which are subject to change, prospectively or retroactively, at any time.

     In accordance with the assumptions and limitations contained herein, we hereby confirm to you that, in our opinion, the discussion under the heading “Material U.S. Federal

Psychiatric Solutions, Inc.
July 25, 2007
Page 2

Income Tax Considerations” in the Prospectus contained in the Registration Statement accurately describes the material United States federal income tax considerations associated with participating in the Exchange Offer for Registered Notes described in the Prospectus. There can be no assurances that any opinion expressed herein will be accepted by the Internal Revenue Service or, if challenged, by a court.

     This opinion is subject to the limitations and qualifications herein and is based on assumptions contained herein and the assumptions, facts and circumstances set forth in the Prospectus, which have been reviewed by us. Our opinion could change as a result of changes in: (i) facts and circumstances; (ii) the terms or the form of the documents reviewed by us; or (iii) existing statutory authority, administrative pronouncements or judicial authority subsequent to the date hereof. We undertake no obligation to update or supplement this opinion to reflect any such changes that may occur after the date hereof.

     This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”). We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and all amendments thereto. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Waller Lansden Dortch & Davis, LLP

EX-12.1

Exhibit 12.1

Computation of Ratios of Earnings to Fixed Charges

For the purpose of calculating the ratio of earnings to fixed charges, earnings are defined as earnings from continuing operations before income taxes plus fixed charges. Fixed charges are defined as interest expensed, plus amortized premiums, discounts and capitalized expenses related to indebtedness, plus an estimate of the interest within rental expense.

	Three Months Ended March 31,						Year Ended December 31,
	Historical				Pro Forma				Historical
	2007		2006		2007		2006		2006		2005		2004		2003		2002
							(Dollars in thousands)
Earnings:
Income (loss) from continuing operations before income taxes	$	29,406	$	19,997	$	28,513	$	116,990	$	99,388	$	43,623	$	26,539	$	8,190	$	4,677
Fixed charges		15,545		10,045		23,798		94,202		43,728		29,919		21,183		15,775		5,782
Total earnings		44,951		30,042		52,311		211,192		143,116		73,542		47,722		23,965		10,459
Fixed charges:
Interest expense, including amortized premuims, discounts and capitalized expenses related to indebtedness		14,386		9,208		22,344		88,995		40,307		27,056		18,964		14,778		5,564
Interest component of rental expense		1,159		837		1,454		5,207		3,421		2,863		2,219		997		218
Total fixed charges	$	15,545	$	10,045	$	23,798	$	94,202	$	43,728	$	29,919	$	21,183	$	15,775	$	5,782
Ratio of historical earnings to fixed charges		2.89x		2.99x		2.20x		2.24x		3.27x		2.46x		2.25x		1.52x		1.81x

EX-21.1

EXHIBIT 21.1

Subsidiaries of Psychiatric Solutions, Inc.

	State of
Name	Organization
ABS LINCS, LLC	Virginia
ABS LINCS DC, LLC	Virginia
ABS LINCS KY, Inc.	Virginia
ABS LINCS NJ, Inc.	Virginia
ABS LINCS PA, Inc.	Virginia
ABS LINCS PR, Inc.	Virginia
ABS LINCS SC, Inc.	South Carolina
ABS LINCS TN, Inc.	Virginia
ABS LINCS TX, Inc.	Kentucky
ABS LINCS VA, Inc.	Virginia
ABS LINCS VI, Inc.	Virginia
ABS-First Step, Inc.	Virginia
Alliance Crossings, LLC	Delaware
Alliance Health Center, Inc.	Mississippi
Alternative Behavioral Services, Inc.	Virginia
Atlantic Shores Hospital, LLC	Delaware
Behavioral Educational Services, Inc.	Delaware
Behavioral Healthcare LLC	Delaware
Benchmark Behavioral Health System, Inc.	Utah
BHC Alhambra Hospital, Inc.	Tennessee
BHC Belmont Pines Hospital, Inc.	Tennessee
BHC Cedar Vista Hospital, Inc.	California
BHC Fairfax Hospital, Inc.	Tennessee
BHC Fort Lauderdale Hospital, Inc.	Tennessee
BHC Fox Run Hospital, Inc.	Tennessee
BHC Fremont Hospital, Inc.	Tennessee
BHC Health Services of Nevada, Inc.	Nevada
BHC Heritage Oaks Hospital, Inc.	Tennessee
BHC Holdings, Inc.	Delaware
BHC Intermountain Hospital, Inc.	Tennessee
BHC Management Services of Louisiana, LLC	Delaware
BHC Management Services of New Mexico, LLC	Delaware
BHC Management Services of Streamwood, LLC	Delaware
BHC Mesilla Valley Hospital, LLC	Delaware
BHC Montevista Hospital, Inc.	Nevada
BHC Newco 2, LLC	Delaware
BHC Newco 3, LLC	Delaware
BHC Newco 4, LLC	Delaware
BHC Newco 5, LLC	Delaware
BHC Newco 6, LLC	Delaware
BHC Newco 7, LLC	Delaware
BHC Newco 8, LLC	Delaware
BHC Newco 9, LLC	Delaware
BHC Newco 10, LLC	Delaware
BHC Northwest Psychiatric Hospital, LLC	Delaware
BHC of Indiana General Partnership		N/A
BHC Pinnacle Pointe Hospital, Inc.	Tennessee
BHC Properties, LLC	Tennessee

	State of
Name	Organization
BHC Sierra Vista Hospital, Inc.	Tennessee
BHC Spirit of St. Louis Hospital, Inc.	Tennessee
BHC Streamwood Hospital, Inc.	Tennessee
BHC Windsor Hospital, Inc.	Ohio
Bloomington Meadows, General Partnership		N/A
Brentwood Acquisition, Inc.	Tennessee
Brentwood Acquisition-Shreveport, Inc.	Delaware
Brynn Marr Hospital, Inc.	North Carolina
Calvary Center, Inc.	Delaware
Canyon Ridge Hospital, Inc.	California
Canyon Ridge Real Estate, LLC	Delaware
Cedar Springs Hospital Real Estate, Inc.	Colorado
Cedar Springs Hospital, Inc.	Delaware
Children’s Hospital of Vicksburg, L.L.C.	Louisiana
Collaborative Care LLC	Tennessee
Columbus Hospital Partners, LLC	Tennessee
Columbus Hospital, LLC	Delaware
Compass Hospital, Inc.	Delaware
CPC/Clinicas Del Este, Inc.	Puerto Rico
Crawford First Education, Inc.	Virginia
Cumberland Hospital, LLC	Virginia
Cypress Creek Real Estate, L.P.	Texas
Delaware Investment Associates, Inc.	Delaware
Diamond Grove Center, LLC	Delaware
Employee Assistance Services, Inc.	Kentucky
FHCHS of Puerto Rico, Inc.	Virginia
First Corrections—Puerto-Rico, Inc.	Virginia
First Hospital Corporation of Nashville	Virginia
First Hospital Corporation of Virginia Beach	Virginia
First Hospital Panamericano, Inc.	Virginia
Fort Lauderdale Hospital, Inc.	Florida
Great Plains Hospital, Inc.	Missouri
Gulf Coast Treatment Center, Inc.	Florida
H. C. Corporation	Alabama
H. C. Partnership		N/A
Havenwyck Hospital Inc.	Michigan
Health and Human Resource Center, Inc.	California
HHC Augusta, Inc.	Georgia
HHC Berkeley, Inc.	South Carolina
HHC Conway Investment, Inc.	South Carolina
HHC Cooper City, Inc.	Florida
HHC Delaware, Inc.	Delaware
HHC Focus Florida, Inc.	Florida
HHC Indiana, Inc.	Indiana
HHC Kingwood Investment, LLC	Delaware
HHC Oconee, Inc.	South Carolina
HHC Ohio, Inc.	Ohio
HHC Pennsylvania, Inc.	Delaware
HHC Poplar Springs, Inc.	Virginia
HHC River Park, Inc.	West Virginia
HHC Services, LLC	Texas
HHC South Carolina, Inc.	South Carolina
HHC St. Simons, Inc.	Georgia
HHC Toledo, Inc.	Ohio

	State of
Name	Organization
Hickory Trail Hospital, L.P.	Delaware
High Plains Behavioral Health, L.P.	Delaware
HMHM of Tennessee, Inc.	Tennessee
Holly Hill Hospital, LLC	Tennessee
Holly Hill Real Estate, LLC	North Carolina
Horizon Behavioral Services, Inc.	Delaware
Horizon Health Austin, Inc.	Texas
Horizon Health Corporation	Delaware
Horizon Health Hospital Services, Inc.	Delaware
Horizon Health Physical Rehabilitation Services, Inc.	Delaware
Horizon Mental Health Management, Inc.	Texas
HSA Hill Crest Corporation	Alabama
HSA of Oklahoma, Inc.	Oklahoma
Hughes Center, LLC	Virginia
Indiana Psychiatric Institutes, LLC	Delaware
InfoScriber Corporation	Delaware
Integrated Healthcare Systems Corp.	Puerto Rico
Kids Behavioral Health of Utah, Inc.	Utah
Kingwood Pines Hospital, LLC	Texas
KMI Acquisition, LLC	Delaware
Lakeland Behavioral, LLC	Florida
Laurel Oaks Behavioral Health Center, Inc.	Delaware
Laurelwood Associates, Inc.	Ohio
Lebanon Hospital Partners, LLC	Tennessee
Liberty Point Behavioral Healthcare, LLC	Delaware
Mental Health Outcomes, Inc.	Delaware
Mesilla Valley Hospital, Inc.	New Mexico
Mesilla Valley Mental Health Associates, Inc.	New Mexico
Michigan Psychiatric Services, Inc.	Michigan
Millwood Hospital, L.P.	Texas
Mission Vista Behavioral Health Services, Inc.	Delaware
Neuro Institute of Austin, L.P.	Texas
North Spring Behavioral Healthcare, Inc.	Tennessee
Northern Indiana Partners, LLC	Tennessee
Palmetto Behavioral Health Holdings, LLC	Delaware
Palmetto Behavioral Health Solutions, L.L.C.	South Carolina
Palmetto Behavioral Health System, L.L.C.	South Carolina
Palmetto Lowcountry Behavioral Health, L.L.C.	South Carolina
Palmetto Pee Dee Behavioral Health, L.L.C.	South Carolina
Peak Behavioral Health Services, LLC	Delaware
Premier Behavioral Solutions of Florida, Inc.	Delaware
Premier Behavioral Solutions, Inc.	Delaware
Pride Institute, Inc.	Minnesota
PSI Surety, Inc.	South Carolina
Psychiatric Management Resources, Inc.	California
Psychiatric Solutions Hospitals, LLC	Delaware
Psychiatric Solutions of Virginia, Inc.	Tennessee
PsychManagement Group, Inc.	West Virginia
Ramsay Managed Care, LLC	Delaware
Ramsay Youth Services of Georgia, Inc.	Delaware
Ramsay Youth Services Puerto Rico, Inc.	Puerto Rico
Red Rock Behavioral Health LLC	Delaware
Red Rock Solutions, LLC	Delaware
Riveredge Hospital Holdings, Inc.	Delaware

	State of
Name	Organization
Riveredge Hospital, Inc.	Illinois
Riveredge Real Estate, Inc.	Illinois
Rolling Hills Hospital, LLC	Tennessee
Samson Properties, LLC	Florida
Shadow Mountain Behavioral Health System, LLC	Delaware
Somerset, Incorporated	California
SHC-KPH, LP	Texas
SP Behavioral, LLC	Florida
Springfield Hospital, Inc.	Delaware
Summit Oaks Hospital, Inc.	New Jersey
Sunstone Behavioral Health, LLC	Tennessee
TBD Acquisition, LLC	Delaware
TBJ Behavioral Center, LLC	Delaware
Texas Cypress Creek Hospital, L.P.	Texas
Texas Hospital Holdings, Inc.	Delaware
Texas Hospital Holdings, LLC	Texas
Texas Laurel Ridge Hospital, L.P.	Texas
Texas Oaks Psychiatric Hospital, L.P.	Texas
Texas San Marcos Treatment Center, L.P.	Texas
Texas West Oaks Hospital, L.P.	Texas
The Counseling Center of Middle Tennessee, Inc.	Tennessee
The National Deaf Academy, LLC	Florida
The Pines Residential Treatment Center, Inc.	Virginia
Therapeutic School Services, L.L.C.	Oklahoma
Three Rivers Behavioral Health, LLC	South Carolina
Three Rivers Healthcare Group, LLC	South Carolina
Three Rivers Residential Treatment / Midlands Campus, Inc.	South Carolina
Three Rivers SPE Holding, LLC	South Carolina
Three Rivers SPE Manager, Inc.	South Carolina
Three Rivers SPE, LLC	South Carolina
Transitional Care Ventures, Inc.	Delaware
Tucson Health Systems, Inc.	Delaware
University Behavioral, LLC	Florida
Valle Vista Hospital Partners, LLC	Tennessee
Valle Vista, LLC	Delaware
Wekiva Springs Center, LLC	Delaware
Wellstone Holdings, Inc.	Delaware
Wellstone Regional Hospital Acquisition, LLC	Indiana
West Oaks Real Estate, L.P.	Texas
Willow Springs, LLC	Delaware
Windmoor Healthcare Inc.	Florida
Windmoor Healthcare of Pinellas Park, Inc.	Delaware
Zeus Endeavors, LLC	Florida

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Psychiatric Solutions, Inc. for the registration of $250 million 7 ³/4% senior subordinated notes due 2015 and to the incorporation by reference therein of our reports dated February 26, 2007, with respect to the consolidated financial statements of Psychiatric Solutions, Inc., Psychiatric Solutions, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Psychiatric Solutions, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2006, filed with the Securities and Exchange Commission.

/s/ Ernst &Young LLP

Nashville, Tennessee
July 23, 2007

EX-23.2

EXHIBIT 23.2

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 20, 2005, with respect to the combined financial statements of Behavioral Healthcare Services incorporated by reference in the Registration Statement (Form S-4) and related Prospectus of Psychiatric Solutions, Inc. for the registration of $250 million 7 ³/4% senior subordinated notes due 2015.

/s/ Ernst &Young LLP

Nashville, Tennessee
July 23, 2007

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Psychiatric Solutions, Inc. of our report dated November 9, 2006 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Horizon Health Corporation’s Annual Report on Form 10-K for the year ended August 31, 2006. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP
Dallas, Texas
July 23, 2007

EX-23.4

EXHIBIT 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Psychiatric Solutions, Inc. of our report dated June 26, 2006 relating to the consolidated financial statements of Alternative Behavioral Services, Inc. and Subsidiaries, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

PricewaterhouseCoopers LLP
McLean, Virginia
July 23, 2007

EX-25.1

EXHIBIT 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

31-0841368
(I.R.S. Employer Identification Number)

800 Nicollet Mall
Minneapolis, Minnesota
(Address of principal executive offices) 55402
(Zip Code)

Donald W. Jones
U.S. Bank National Association
150 Fourth Avenue North, Second Floor
Nashville, Tennessee 37219
(615) 251-0800
(Name, address and telephone number of agent for service)

PSYCHIATRIC SOLUTIONS, INC.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	23-2491707 (I.R.S. Employer Identification Number)
6640 Carothers Parkway, Suite 500 Franklin, Tennessee (Address of principal executive offices)	37067 (Zip Code)

7³/4% Senior Subordinated Notes Due 2015
(Title of the indenture securities)

Item 1. General Information.

(a)	Name and address of each examining or supervising authority to which the Trustee is subject.
	Comptroller of the Currency Washington, D.C.
(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Items 3-15. Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any indenture for which the Trustee acts as Trustee.

Item 16. List of Exhibits.

	List below all exhibits filed as a part of this statement of eligibility.
1.	A copy of the Articles of Association of the Trustee.*
2.	A copy of the certificate of authority of the Trustee to commence business.*
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.	A copy of the existing bylaws of the Trustee.*
5.	A copy of each Indenture referred to in Item 4.
	Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939.
	Attached hereto as Exhibit 6.
7.	Report of Condition of the Trustee as of December 31, 2006 published pursuant to law or the requirements of its supervising or examining authority. Attached hereto as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville, and State of Tennessee, on the 20th day of July, 2007.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Donald W. Jones
	Donald W. Jones
	Assistant Vice President

EXHIBIT 6

CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. Bank National Association hereby consents that reports of examination of the undersigned by federal, state, territorial or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: July 20, 2007

By:	/s/ Donald W. Jones
	Donald W. Jones
	Assistant Vice President

EXHIBIT 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2006

(Dollars in Thousands)

Assets
Cash and Due From Depository Institutions	$	8,644,951
Securities		39,699,269
Federal Funds		3,512,083
Loans & Lease Financing Receivables		141,159,825
Fixed Assets		2,300,043
Intangible Assets		12,048,875
Other Assets		10,437,280
Total Assets	$	217,802,326
Liabilities
Deposits	$	135,903,121
Fed Funds		12,316,778
Treasury Demand Notes		0
Trading Liabilities		139,984
Other Borrowed Money		33,217,524
Acceptances		0
Subordinated Notes and Debentures		7,384,026
Other Liabilities		6,677,926
Total Liabilities	$	195,639,359
Equity
Minority Interest in Subsidiaries	$	1,544,842
Common and Preferred Stock		18,200
Surplus		11,976,937
Undivided Profits		8,622,988
Total Equity Capital	$	22,162,967
Total Liabilities and Equity Capital	$	217,802,326

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/ Donald W. Jones   Donald W. Jones
Assistant Vice President

Dated: July 20, 2007

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

Psychiatric Solutions, Inc.

Offer to Exchange

73/4% Senior Subordinated Notes Due 2015

for Any and All Outstanding

73/4% Senior Subordinated Notes Due 2015

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2007 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY PSYCHIATRIC SOLUTIONS, INC.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

By Registered or Certified Mail, Hand Delivery or Overnight Courier:

U.S. Bank National Association

Specialized Finance Unit

60 Livingston Avenue

St. Paul, MN 55107

Attention: Rachel Muehlbauer

By Facsimile:
(651) 495-8158
(For Eligible Institutions Only) By Telephone:
(800) 934-6802

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via facsimile to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus, dated          , 2007 (the “Prospectus”), of Psychiatric Solutions, Inc. (the “Company”) and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange $1,000 in principal amount of its 73/4% Senior Subordinated Notes due 2015 (the “Registered Notes”) for each $1,000 in principal amount of outstanding 73/4% Senior Subordinated Notes due 2015 (the “Old Notes”). The terms of the Registered Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Registered Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act of 1933, as amended (the “Securities Act”). The CUSIP numbers for the Old Notes are U7444N AC9 and 74439H AE8.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below. Your bank or broker can assist you in completing this form. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal may be directed to U.S. Bank National Association (the “Exchange Agent”).

1

List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES
			Aggregate Principal
Name(s) and Addresses of Registered Holder(s)	Certificate		Amount Represented	Principal Amount
(Please fill in)	Number(s)		by Old Notes*	Tendered**
		Total
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See Instruction 2 below.

2

This Letter of Transmittal is to be used either if certificates representing Old Notes are to be forwarded herewith or if delivery of Old Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Old Notes.” Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

o   CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH

o   CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution(s) 

The Depository Trust Company Account Number 

Transaction Code Number 

o   CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s) 

Name of Eligible Institution that Guaranteed Delivery 

Date of Execution of Notice of Guaranteed Delivery 

Name of Institution that Guaranteed Delivery 

If Delivered by Book-Entry Transfer 

Account Number 

o   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING:

Name 

Address 

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities (other than Old Notes acquired directly from the Company), it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Old Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act, must comply with the registration and prospectus delivery requirements under the Securities Act.

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

1. Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Registered Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Registered Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person is engaging in or intends to engage in a distribution of such Registered Notes and that neither the holder of such Old Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.

3. The undersigned also acknowledges that the Exchange Offer is being made in reliance on an interpretation, made to third parties, by the staff of the Securities and Exchange Commission (the “SEC”) that the Registered Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders’ business, such holders are not engaging in and do not intend to engage in the distribution of such Registered Notes and such holders have no arrangements with any person to participate in the distribution of such Registered Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such Registered Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

4. The undersigned may, if, and only if, it would not receive freely tradable Registered Notes in the Exchange Offer or is not eligible to participate in the Exchange Offer, elect to have its Old Notes registered in the shelf registration described in the Exchange and Registration Rights Agreement, dated as of May 31, 2007, among the Company, the Company’s subsidiary guarantors from time to time party thereto and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of themselves and Banc of America Securities LLC and J.P. Morgan Securities Inc. (the “Registration Agreement”). Capitalized terms used in this paragraph 4 and not otherwise defined herein shall have the meanings given to them in the Registration Agreement. Such election may be made by checking the box under “Special Registration Instructions” below. By making such election, the undersigned agrees, as a holder of Old Notes participating in a shelf registration, to comply with the Registration Agreement and to indemnify and hold harmless the Company, its subsidiary guarantors, directors, officers, employees and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all losses, claims, damages or liabilities (including without limitation, any legal or other expenses incurred in connection with investigating or defending any judgments) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any preliminary prospectus or prospectus forming a part thereof (or any amendment or supplement thereto), or the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the undersigned specifically for inclusion therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution

4

and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Agreement.

5. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal Rights.” See Instruction 9 below.

6. Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, please issue the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Registered Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

5

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE PROSPECTUS AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE PROSPECTUS SHALL PREVAIL.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX.

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(IN ADDITION, COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

X ­ ­	­ ­, 2007
X ­ ­	­ ­, 2007
X ­ ­	­ ­, 2007
Signature(s) of Owner	Date

Area Code and Telephone Number 

If a holder is tendering any Old Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3 below.

Name(s): 

Capacity: 

Address: 

SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3 BELOW)

Signature(s) Guaranteed by
an Eligible Institution: 

(Authorized Signature)

(Title)

(Name and Firm)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

6

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 2, 3, 4 and 5 below) To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be issued in the name of someone other than the undersigned, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above. Issue:  Registered Notes and/or Old Notes to:
Name(s)* ­ ­ (Please Type or Print)
(Please Type or Print) Address: ­ ­   ­ ­   ­ ­(Zip Code) * Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY.      Credit unchanged Old Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below: (Book-Entry Transfer Facility Account Number, if applicable)	SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4 below) To be completed ONLY if certificates for Old Notes not exchanged and/or Registered Notes are to be sent to someone other than the undersigned or to the undersigned at an address other than shown in the box entitled “Description of Old Notes” above. Mail Registered Notes and/or Old Notes to: Name(s)* ­ ­ (Please Type or Print) (Please Type or Print) Address: ­ ­ (Zip Code) *Such person(s) must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY.

SPECIAL REGISTRATION INSTRUCTIONS
(See Paragraph 4 above)

To be completed ONLY IF (i) the undersigned satisfies the conditions set forth in paragraph 4 above, (ii) the undersigned elects to register its Old Notes in the shelf registration described in the Registration Agreement, and (iii) the undersigned agrees to comply with the Registration Agreement and to indemnify certain entities and individuals as set forth in paragraph 4 above.

o By checking this box the undersigned hereby (i) represents that it is entitled to have its Old Notes registered in a shelf registration in accordance with the Registration Agreement, (ii) elects to have its Old Notes registered pursuant to the shelf registration described in the Registration Agreement, and (iii) agrees to comply with the Registration Agreement and to indemnify certain entities and individuals identified in, and to the extent provided in, paragraph 4 above.

7

INSTRUCTIONS

1.   Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

This Letter of Transmittal is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — Book-Entry Transfer.” Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof.

Noteholders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined below), (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Company.

See “The Exchange Offer” section in the Prospectus.

2.   Partial Tenders.

If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled “Description of Old Notes” under “Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Old Notes of a tendering holder who physically delivered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3.   Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

8

If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (each an “Eligible Institution” and collectively, “Eligible Institutions”).

Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if (A) the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal, or (ii) for the account of an Eligible Institution and (B) the box entitled “Special Registration Instructions” on this Letter of Transmittal has not been completed.

4.   Special Issuance and Delivery Instructions.

Tendering holders of Old Notes should indicate in the applicable box the name and address to which Registered Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete a Substitute Form W-9 or a Form W-8BEN, W-8ECI or W-8IMY, as applicable. Noteholders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such noteholder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

5.   Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, Registered Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

6.   Waiver of Conditions.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

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7.   No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

Although the Company intends to notify holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

8.   Mutilated, Lost, Stolen or Destroyed Old Notes.

Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9.   Withdrawal of Tenders.

Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal of a tender of Old Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”), (ii) identify the Old Notes to be withdrawn (including the principal amount and serial number(s) of the corresponding certificate(s) or, in the case of Old Notes tendered by book-entry transfer, the name and number of the DTC account to be credited and otherwise comply with the procedures of DTC), (iii) be signed by the holder in the same manner as the original signature on this Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the indenture pursuant to which the Old Notes were issued register the transfer of such Old Notes into the name of the person withdrawing the tender, and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. Any Old Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Old Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter of Transmittal) will be final and binding on all parties.

10.   Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

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IMPORTANT TAX INFORMATION

Under current federal income tax law, a holder tendering Old Notes is required to provide the Company (as payor) with such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If a holder is an individual, the TIN is such holder’s social security number. Other holders should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for information on the correct TIN to report. If the Company is not provided with the correct TIN, a holder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such holder with respect to tendered Old Notes may be subject to backup withholding.

Certain holders (including, among others, corporations and tax-exempt entities) are not subject to these backup withholding and reporting requirements. For such a holder to qualify as an exempt recipient, such holder should complete the Substitute Form W-9 below and write “EXEMPT” on the face thereof to avoid possible erroneous withholding. A foreign individual may qualify as an exempt recipient by completing the Substitute Form W-9 as described above and by submitting to the Company, through the Exchange Agent, the appropriate Internal Revenue Service Form W-8 (e.g., Form W-8BEN, Form W-8ECI or Form W-8IMY), properly completed and signed under penalty of perjury, attesting to the holder’s exempt status. The appropriate W-8 will be provided by the Exchange Agent upon request. See the enclosed Substitute Form W-9 for additional instructions.

If backup withholding applies, the Company is required to withhold a portion of certain payments made to the holder or other payee. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a holder with respect to Old Notes tendered for exchange, each holder should provide the Company, through the Exchange Agent, with either: (i) such holder’s correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such holder is awaiting a TIN), that such holder is a U.S. person (including a U.S. resident alien), and that (A) such holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption.

What Number to Give the Exchange Agent

The holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Old Notes. If the Old Notes are held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report.

Certificate of Awaiting Taxpayer Identification Number

If the tendering holder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, check the “Awaiting TIN” box on Substitute Form W-9, sign and date the form and the Certificate of Awaiting Taxpayer Identification Number, and return the executed documents to the Exchange Agent. If such certificate is completed and the Exchange Agent is not provided with the TIN, the Exchange Agent will withhold at the applicable backup withholding rate on all payments made thereafter until a TIN is provided to the Exchange Agent.

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PAYER’S NAME: PSYCHIATRIC SOLUTIONS, INC.
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number or Employer Identification Number
Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”)	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding; (b) I have not been notified by the Internal Revenue Service (the ‘‘IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends; or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien).		Part 3 — Awaiting TIN  o
	Certification Instructions — You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on you tax return.
	Name ­ ­
	Address ­ ­
	Signature: ­ ­		Date: ­ ­

NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I then provide a Taxpayer Identification Number within sixty (60) days.

Signature ­ ­ Date ­ ­ , 2007

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

		Give the
		name and
		SOCIAL SECURITY
For this type of account:		number of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	(a) The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under state law	The actual owner(l)
5.	Sole proprietorship or single-owner LLC	The owner(3)

		Give the name and
		EMPLOYER
		IDENTIFICATION
For this type of account:		number of —
6.	Sole Proprietorship or single-owner LLC	The owner (3)
7.	A valid trust, estate, or pension trust	Legal entity (4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax- exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “DBA” name. You may use either your Social Security Number or Employer Identification Number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:  If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, or Form SS-4, Application for Employer Identification Number, from the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees Exempt from Backup Withholding

Backup withholding is not required on any payments made to the following payees:

•  An organization exempt from tax under section 501(a), any IRA, or a custodial account under Section 403(b)(7)if the account satisfies the requirements of section 401(f)(2);

•  The United States or any agency or instrumentality thereof;

•  A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities;

•  A foreign government or any of its political subdivisions or agencies or instrumentalities; or

•  An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

•  A corporation;

•  A foreign central bank of issue;

•  A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States;

•  A futures commission merchant registered with the Commodity Futures Trading Commission;

•  A real estate investment trust;

•  An entity registered at all times during the tax year under the Investment Company Act of 1940;

•  A common trust fund operated by a bank under Section 584(a);

•  A financial institution;

•  A middleman known in the investment community as a nominee or custodian; or

•  A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under Section 1441;

•  Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner;

•  Payments of patronage dividends where the amount received is not paid in money; and

•  Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer;

•  Payments of tax-exempt interest (including exempt-interest dividends under Section 852);

•  Payments described in Section 6049(b)(5) to non-resident aliens;

•  Payments on tax-free covenant bonds under Section 1451;

•  Payments made by certain foreign organizations; and

•  Mortgage interest paid to an individual.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends, and patronage dividends, that are not subject to information reporting, are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notice. — Section 6109 of the Internal Revenue Code requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding. — If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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EX-99.2

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY

PSYCHIATRIC SOLUTIONS, INC.

Offer to Exchange

73/4% Senior Subordinated Notes Due 2015

for any and all outstanding

73/4% Senior Subordinated Notes Due 2015

This form or one substantially equivalent hereto must be used by registered holders of outstanding 73/4% Senior Subordinated Notes due 2015 (the “Old Notes”) who wish to tender their Old Notes in exchange for a like principal amount of 73/4% Senior Subordinated Notes due 2015 (the “Registered Notes”) pursuant to the exchange offer described in the Prospectus dated          , 2007 (the “Prospectus”) if the holder’s Old Notes are not immediately available or if such holder cannot deliver its Old Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to U.S. Bank National Association (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on          , 2007. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See “The Exchange Offer — Guaranteed Delivery Procedures” in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON

          , 2007 (THE “EXPIRATION DATE”) UNLESS EXTENDED BY
PSYCHIATRIC SOLUTIONS, INC.

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION

By Registered or Certified Mail, Hand Delivery or Overnight Courier:

U.S. Bank National Association

Specialized Finance Unit

60 Livingston Avenue

St. Paul, MN 55107

Attention: Rachel Muehlbauer

By Facsimile:
(651) 495-8158
(For Eligible Institutions Only) By Telephone:
(800) 934-6802

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via facsimile to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Psychiatric Solutions, Inc. upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, Old Notes pursuant to guaranteed delivery procedures set forth in Instruction 1 of the Letter of Transmittal.

The undersigned understands that tenders of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal Rights” section of the Prospectus.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.

Principal Amount of Old Notes Tendered for Exchange (must be in denominations of principal amount of $1,000 or any integral multiple thereof):

Certificate No(s). for Old Notes (if available): ­ ­

PLEASE SIGN HERE

X ­ ­
X ­ ­
Signature(s) of Owner(s) or Authorized Signatory	Date

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as its (their) name(s) appear on certificates of Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

Please print name(s) and address(es)

Name(s): ­ ­

Capacity: ­ ­

Address(es): ­ ­

Area Code and Telephone Number: ­ ­

(Check if Old Notes will be tendered by book-entry transfer)

o   The Depository Trust Company

Account Number: ­ ­

THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED.

2

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby:

(a) represents that the above named person(s) own(s) the Old Notes to be tendered within the meaning of Rule 14e-4 under the Exchange Act;

(b) represents that such tender of Old Notes complies with Rule 14e-4 under the Exchange Act; and

(c) guarantees that delivery to the Exchange Agent of certificates for the Old Notes to be tendered, proper form for transfer (or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the Prospectus), with delivery of a properly completed and duly executed (or manually signed facsimile) Letter of Transmittal with all required signatures and any other required documents, will be received by the Exchange Agent at its address set forth above within three New York Stock Exchange trading days after the Expiration Date.

I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND OLD NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH HEREIN AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.

Name of Firm: ­ ­

Address: ­ ­

Area Code and Telephone Number: ­ ­

(Authorized Signature)

Title: ­ ­

Name (please type): ­ ­

Date: ­ ­

NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE.

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