8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 17, 2010 (November 15, 2010)

Psychiatric Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other
Jurisdiction of
Incorporation) 0-20488
(Commission File Number) 23-2491707
(IRS Employer
Identification No.)

6640 Carothers Parkway, Suite 500, Franklin, Tennessee 37067
(Address of Principal Executive Offices)

(615) 312-5700
(Registrant’s Telephone Number, including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

     Effective as of 1:00 p.m. Eastern time (the “Effective Time”), on November 15, 2010 (the “Closing Date”), Psychiatric Solutions, Inc. (the “Company”) completed its merger with Olympus Acquisition Corp. (“Merger Sub”), a wholly-owned subsidiary of Universal Health Services, Inc. (“UHS”), whereby Merger Sub merged with and into the Company with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of UHS (the “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of May 16, 2010 (the “Merger Agreement”), among the Company, UHS and Merger Sub, which was approved by the Company’s stockholders at a special meeting of stockholders held on October 5, 2010. The events described below took place in connection with the consummation of the Merger.

Item 1.01. Entry into Material Definitive Agreement.

     (a) On the Closing Date, in connection with and to provide a portion of the financing for the Merger, UHS entered into a Credit Agreement (the “Credit Agreement”) among UHS, JPMorgan Chase Bank, N.A. (together with the various financial institutions as are or may become parties thereto, the “Lenders”), SunTrust Bank, The Royal Bank of Scotland, Plc, Bank of Tokyo-Mitsubishi UFJ Trust Company and Credit Agricole Corporate and Investment Bank, as co-documentation agents, Deutsche Bank Securities Inc. and Bank of America N.A. as co-syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and as collateral agent for the secured parties (in such capacity, the “Collateral Agent”). The Credit Agreement provides for a senior secured credit facility in an aggregate amount of $3.45 billion, comprised of a new $800 million revolving credit facility, a $1.05 billion Term Loan A facility and a $1.6 billion Term Loan B facility(collectively, the “Credit Facility”). Pursuant to the Credit Agreement and related documentation, UHS, the Company, its subsidiaries named therein and the UHS subsidiaries named therein guaranteed UHS’ obligations under the Credit Agreement and pledged substantially all their assets to secure UHS’ obligations under the Credit Facility. UHS’ 7.125% Notes due 2016 and its 6.75% Notes due 2011 share equally and ratably in all the collateral.

      A copy of the Credit Agreement and related documentation was filed as exhibit 10.1 to UHS’ Form 8-K dated November 15, 2010 and filed on November 17, 2010 and is incorporated herein by reference.

     (b) On the Closing Date, the Company, certain subsidiaries of the Company, UHS Escrow Corporation (the “Issuer”), UHS, certain subsidiaries of UHS and Union Bank, N.A., as trustee, executed a Supplemental Indenture (the “Supplemental Indenture”), dated as of the Closing Date, to the Indenture, dated as of September 29, 2010, between the Issuer and Union Bank, N.A., as trustee, relating to the $250,000,000 aggregate principal amount of the Issuer’s 7% Senior Notes due 2018 (the “Senior Notes”). Pursuant to the Supplemental Indenture and related documentation, UHS, as successor by merger to the Issuer, expressly assumed the obligations of the Issuer under the Indenture and the Senior Notes, and the Company, its subsidiaries named therein and the UHS subsidiaries named therein guaranteed UHS’s obligations under the Indenture and the Senior Notes. The Company and its Subsidiaries also executed a Joinder to the Registration Rights Agreement and Purchase Agreement relating to the Senior Notes.

     Copies of the Indenture and the Registration Rights Agreement, each dated as of September 29, 2010, relating to the Senior Notes, were filed as exhibit 4.1 and exhibit 4.3, respectively, to UHS’ Form 8-K dated September 29, 2010 and filed on October 5, 2010 and each is incorporated herein by reference. A form

of the Purchase Agreement, dated September 15, 2010, relating to the Senior Notes, was filed as exhibit 4.1 to UHS’ Form 8-K dated September 15, 2010 and filed on September 20, 2010.

Item 1.02. Termination of a Material Definitive Agreement.

     On the Closing Date, the Company repaid in full all outstanding term loans and revolving loans, together with interest and all other amounts due in connection therewith, and terminated its Second Amended and Restated Credit Agreement, dated as of July 1, 2005, as amended, by and among the Company, BHC Holdings, Inc., Premier Behavioral Solutions, Inc., Alternative Behavioral Services, Inc., Horizon Health Corporation, Community Cornerstones, Inc., First Corrections Puerto Rico, Inc., First Hospital Panamericano, Inc., FHCHS of Puerto Rico, Inc., the subsidiaries named as guarantors thereto, Citicorp North America, Inc., as term loan facility administrative agent (“CNAI”), Bank of America, N.A., as revolving loan facility administrative agent (“Bank of America”), and the various other agents and lenders party thereto (the “Credit Facility”). The repayment and termination of the Credit Facility was effected in connection with the completion of the Merger.

     Also, on the Closing Date, the Company delivered to U.S. Bank National Association, as trustee under (a) that certain Indenture, dated as of July 6, 2005, between the Company and U.S. Bank National Association, as amended and supplemented to the Closing Date (the “2005 Indenture”), and (b) that certain Indenture, dated as of May 7, 2009, between the Company and U.S. Bank National Association, as amended and supplemented to the Closing Date (the “2009 Indenture”), relating to the Company’s 7.75% Senior Subordinated Notes due 2015 issued pursuant to each such Indenture (collectively, the “Existing Notes”), a notice of redemption of all of the outstanding Existing Notes, pursuant to the optional redemption provisions set forth in each of the 2005 Indenture and the 2009 Indenture, such redemption to be completed on the redemption date of December 15, 2010, and other documentation pertaining to such optional redemption and the related satisfaction and discharge of each of the 2005 Indenture and the 2009 Indenture pursuant to its terms, and the Company irrevocably deposited with U.S. Bank National Association the redemption price for all of the outstanding Existing Notes, plus accrued and unpaid interest on the Existing Notes to such redemption date. U.S. Bank National Association thereupon confirmed that each of the 2005 Indenture and the 2009 Indenture has been satisfied and discharged, as of the Closing Date.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     The disclosures set forth in the Introductory Note, Item 3.01, Item 3.03, and Item 5.01 hereof are hereby incorporated by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     The information set forth in response to Item 1.01 is hereby incorporated by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On the Closing Date, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) of the consummation of the Merger and that, pursuant to the Merger Agreement, each outstanding share of common stock, par value $0.01 per share, of the Company (the “PSI

Common Stock”) (other than any shares of PSI Common Stock held by UHS or its affiliates, which were cancelled without payment of any consideration) was cancelled and converted into the right to receive $33.75 in cash, without interest (the “Merger Consideration”). Pursuant to the Company’s written request to NASDAQ, the listing of the PSI Common Stock on The NASDAQ Global Select Market was suspended prior to the open of trading on November 16, 2010. The Company also requested that NASDAQ file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 with respect to the PSI Common Stock. In addition, the Company will file with the SEC a certification and notice of termination of registration on Form 15 requesting that the PSI Common Stock be deregistered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Company under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

     Under the terms of the Merger Agreement, upon the Effective Time, each outstanding share of PSI Common Stock (other than any shares of PSI Common Stock held by UHS or Merger Sub, which were cancelled without payment of any consideration) was cancelled and converted into the right to receive the Merger Consideration.

     Under the terms of the Merger Agreement, all options to acquire PSI Common Stock that were outstanding and unexercised immediately prior to the Effective Time became fully vested and exercisable (to the extent not already vested and exercisable) and were cancelled and converted into the right to receive a cash payment equal to the number of shares of PSI Common Stock underlying the option multiplied by the amount (if any) by which the per share Merger Consideration exceeded the applicable option exercise price, without interest and less any applicable withholding taxes. Additionally, at the Effective Time, each outstanding share of restricted PSI Common Stock became fully vested and transferable and was cancelled and converted into the right to receive the Merger Consideration in cash, without interest and less any applicable withholding taxes.

     Holders of PSI Common Stock, options and restricted shares of PSI Common Stock issued and outstanding immediately prior to the Effective Time no longer have any rights with respect to such securities, except the right to receive the Merger Consideration, as applicable, nor do they have any interest in the Company’s future earnings or growth.

     The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2010 and is hereby incorporated by reference.

     See Item 1.02 with respect to the redemption of the Existing Notes.

Item 5.01. Changes in Control of Registrant.

     At the Effective Time, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of UHS. Accordingly, a change in control of the Company occurred pursuant to the Merger. UHS paid

aggregate Merger Consideration in an amount equal to approximately $1.98 billion using a combination of cash on hand and debt financing. The disclosures set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 hereof are hereby incorporated by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Pursuant to the terms of the Merger Agreement, as of the Effective Time, Joey A. Jacobs, Mark P. Clein, David M. Dill, Richard D. Gore, Christopher Grant Jr., William M. Petrie, M.D., and Edward K. Wissing ceased to be directors of the Company, and Debra K. Osteen, Steve Filton and Larry Harrod became directors of the Company.

     On November 15, 2010, the Company’s executive officers were terminated by the Company’s board of directors, and the following individuals were elected to serve as the executive officers of the Company: Debra K. Osteen-President, Steve Filton-Vice President and Larry Harrod-Vice President.

Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

     Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, and the By-Laws of the Company were amended and restated in their entirety to read as set forth on Exhibit 3.1 and Exhibit 3.2, respectively, and are hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

2	Agreement and Plan of Merger, dated as of May 16, 2010, by and among Psychiatric Solutions, Inc., Universal Health Services, Inc. and Olympus Acquisition Corp. (incorporated by reference to Exhibit 2 to the Company’s Current Report on Form 8-K filed on May 17, 2010).
3.1	Amended and Restated Certificate of Incorporation of Psychiatric Solutions, Inc.
3.2	Amended and Restated By-Laws of Psychiatric Solutions, Inc.
4.1	Supplemental Indenture, dated as of the November 15, 2010, to the Indenture, dated as of September 29, 2010, between UHS Escrow Corporation and Union Bank, N.A., as Trustee.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PSYCHIATRIC SOLUTIONS, INC.
Date: November 17, 2010	By:	/s/ Steve Filton
		Name:	Steve Filton
		Title:	Vice President

INDEX TO EXHIBITS

Exhibit Number	Description
2	Agreement and Plan of Merger, dated as of May 16, 2010, by and among Psychiatric Solutions, Inc., Universal Health Services, Inc. and Olympus Acquisition Corp. (incorporated by reference to Exhibit 2 to the Company’s Current Report on Form 8-K filed on May 17, 2010)
3.1	Amended and Restated Certificate of Incorporation of Psychiatric Solutions, Inc.
3.2	Amended and Restated By-Laws of Psychiatric Solutions, Inc.
4.1	Supplemental Indenture, dated as of the November 15, 2010, to the Indenture, dated as of September 29, 2010, between UHS Escrow Corporation and Union Bank, N.A., as Trustee.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

PSYCHIATRIC SOLUTIONS, INC.

          FIRST: The name of the Corporation is Psychiatric Solutions, Inc.

          SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, 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.

          THIRD: 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 of the State of Delaware.

          FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

          FIFTH: In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the By-laws of the Corporation.

          SIXTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware as it now exists and as it may hereafter be amended, no director or officer of the Corporation or any predecessor corporation of the Corporation shall be personally liable to the Corporation or any predecessor corporation of the Corporation or any of their respective stockholders for monetary damages for breach of fiduciary duty as a director or officer; provided, however, that nothing contained in this Article SIXTH shall eliminate or limit the liability of a director or officer (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or any predecessor corporation of the Corporation or their respective 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 General Corporation Law of the State of Delaware or (iv) for any transaction from which the director or officer derived an improper personal benefit. No amendment to or repeal of this Article SIXTH shall apply to or have any effect on the rights or liability or alleged liability of any director or officer of the Corporation or any predecessor corporation of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

          SEVENTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons 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. Such indemnification shall be mandatory and not discretionary. The indemnification provided for herein pursuant to Article SIXTH and this Article SEVENTH shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-laws, agreement, vote of stockholders or disinterested directors 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. Any repeal or modification of this Article SEVENTH shall not adversely affect any right to indemnification of any persons existing at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

          The Corporation shall to the fullest extent permitted by the General Corporation Law of the State of Delaware advance all costs and expenses (including without limitation, attorneys’ fees and expenses) incurred by any director or officer within 15 days of the presentation of same to the Corporation, with respect to any one or more actions, suits or proceedings, whether civil, criminal, administrative or investigative, so long as the Corporation receives from the director or officer an unsecured undertaking to repay such expenses if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation under the General Corporation Law of the State of Delaware. Such obligation to advance costs and expenses shall be mandatory, and not discretionary, and shall include, without limitation, costs and expenses incurred in asserting affirmative defenses, counterclaims and cross claims. Such undertaking to repay may, if first requested in writing by the applicable director or officer, be on behalf of (rather than by) such director or officer.

          EIGHTH: 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.

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

OF

PSYCHIATRIC SOLUTIONS, INC.

ARTICLE I

Meetings of Stockholders; Stockholders’
Consent in Lieu of Meeting

          SECTION 1.01. Annual Meeting. The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Directors and designated in the notice or waiver of notice thereof; except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware to be taken at a stockholders’ annual meeting are taken by written consent in lieu of meeting pursuant to Section 1.03.

          SECTION 1.02. Special Meetings. A special meeting of the stockholders for any purpose or purposes may be called by the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary of the Corporation or a stockholder or stockholders holding of record at least a majority of the shares of common stock, par value $0.01 per share, of the Corporation (“Common Stock”) issued and outstanding, such meeting to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof.

          SECTION 1.03. Stockholders’ Consent in Lieu of Meeting. Any action required by the laws of the State of Delaware to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the stockholders.

          SECTION 1.04. Quorum and Adjournment. Except as otherwise provided by law, by the Certificate of Incorporation of the Corporation or by these By-laws, the presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall be requisite and shall constitute a quorum for the transaction of business at all meetings of stockholders. If, however, such a quorum shall not be present or represented at any meeting of stockholders, the stockholders present, although less than a quorum, shall have the power to adjourn the meeting.

          SECTION 1.05. Majority Vote Required. When a quorum is present at any meeting of stockholders, the affirmative vote of the majority of the aggregate voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall constitute the act of the stockholders, unless by express provision of law, the Certificate of Incorporation or these By-laws a different vote is required, in which case such express provision shall govern and control.

          SECTION 1.06. Manner of Voting. At each meeting of stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy. Proxies need not be filed with the Secretary of the Corporation until the meeting is called

to order, but shall be filed before being voted. Each stockholder shall be entitled to vote each share of stock having voting power registered in his or her name on the books of the Corporation on the record date fixed, as provided in Section 6.07 of these By-laws, for the determination of stockholders entitled to vote at such meeting. No election of directors need be by written ballot.

ARTICLE II

Board of Directors

          SECTION 2.01. General Powers. The management of the affairs of the Corporation shall be vested in the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

          SECTION 2.02. Number and Term of Office. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by a vote of a majority of the whole Board of Directors. The term “whole Board of Directors” is used herein to refer to the total number of directors which the Corporation would have if there were no vacancies. Directors need not be stockholders. Each director shall hold office until his or her successor is elected and qualified, or until his or her earlier death or resignation or removal in the manner hereinafter provided.

          SECTION 2.03. Resignation, Removal and Vacancies. Any director may resign at any time by giving written notice of his or her resignation to the Board of Directors, the Chairman of the Board of Directors, the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time

be not specified, upon receipt thereof; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          Any director or the entire Board of Directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 1.03.

          Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

          SECTION 2.04. Meetings. (a) Annual Meeting. As soon as practicable after each annual election of directors, the Board of Directors shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 2.05.

          (b) Other Meetings. Other meetings of the Board of Directors shall be held at such times and places as the Board of Directors, the Chairman of the Board of Directors or the President shall from time to time determine.

          (c) Notice of Meetings. The Secretary of the Corporation shall give notice to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to such director at his or her residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to such director at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered

personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.

          (d) Place of Meetings. The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof.

          (e) Quorum and Manner of Acting. One third of the total number of directors then in office (but not less than two) shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board of Directors, except as otherwise expressly required by law or these By-laws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

          (f) Organization. At each meeting of the Board of Directors, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

     (i) the Chairman of the Board of Directors;

     (ii) the President (if the President shall be a member of the Board of Directors at such time); and

     (iii) any director chosen by a majority of the directors present.

The Secretary of the Corporation or, in the case of his or her absence, any person (who shall be an Assistant Secretary of the Corporation, if an Assistant Secretary of the Corporation is present) whom the Chairman of the Board of Directors shall appoint shall act as secretary of such meeting and keep the minutes thereof.

          SECTION 2.05. Directors’ Consent in Lieu of Meeting. Action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes or the proceedings of the Board of Directors or committee.

          SECTION 2.06. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

ARTICLE III

Committees of the Board

          SECTION 3.01. Appointment of Executive Committee. The Board of Directors may from time to time by resolution passed by a majority of the whole Board of Directors designate from its members an Executive Committee to serve at the pleasure of the Board of Directors. The Chairman of the Executive Committee shall be designated by the Board of Directors. The Board of Directors may designate one or more directors as alternate members of the Executive Committee, who may replace any absent or

disqualified member or members at any meeting of the Executive Committee. The Board of Directors shall have power at any time to change the membership of the Executive Committee, to fill all vacancies in it and to discharge it, either with or without cause.

          SECTION 3.02. Procedures of Executive Committee. The Executive Committee, by a vote of a majority of its members, shall fix by whom its meetings may be called and the manner of calling and holding its meetings, shall determine the number of its members requisite to constitute a quorum for the transaction of business and shall prescribe its own rules of procedure, no change in which shall be made except by a majority vote of its members or by the Board of Directors.

          SECTION 3.03. Powers of Executive Committee. During the intervals between the meetings of the Board of Directors, unless otherwise determined from time to time by resolution passed by the whole Board of Directors, the Executive Committee shall possess and may exercise all the powers and authority of the Board of Directors in the management and direction of the business and affairs of the Corporation to the extent permitted by the General Corporation Law of the State of Delaware, and may authorize the seal of the Corporation to be affixed to all papers which may require it, except that the Executive Committee shall not have power or authority in reference to:

     (a) amending the Certificate of Incorporation;

     (b) adopting an agreement of merger or consolidation;

     (c) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

     (d) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

     (e) submitting to stockholders of the Corporation any action which pursuant to the General Corporation Law of the State of Delaware requires stockholder’s approval;

     (f) filling vacancies in the Board of Directors or in any committee or fixing compensation of members of the Board of Directors for serving on the Board of Directors or on any committee;

     (g) amending or repealing these By-laws;

     (h) declaring a dividend or authorizing the issuance of stock; or

     (i) amending or repealing any resolution of the Board of Directors which by its terms is not so amendable or repealable.

          SECTION 3.04. Reports of Executive Committee. The Executive Committee shall keep regular minutes of its proceedings, and all action by the Executive Committee shall be reported promptly to the Board of Directors. Such action shall be subject to review by the Board of Directors, provided that no rights of third parties shall be affected by such review.

          SECTION 3.05. Other Committees. The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate from among its members one or more other committees, each of which shall have such authority of the Board of Directors as may be specified in the resolution of the Board of Directors designating such committee; provided, however, that any such committee so designated shall not have any powers not allowed to the Executive Committee under Section 3.03. The Board of Directors shall have power at any time to change the members of any such committee, designate alternate members of any such committee and

fill vacancies therein; and any such committee shall serve at the pleasure of the Board of Directors.

ARTICLE IV

Officers

          SECTION 4.01. Executive Officers. The executive officers of the Corporation shall be a President, a Secretary and a Treasurer and may include a Chairman of the Board of Directors, one or more Vice Presidents and one or more Assistant Secretaries or Assistant Treasurers. Any two or more offices may be held by the same person.

          SECTION 4.02. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent not so provided, by the Board of Directors.

          SECTION 4.03. Term of Office, Resignation and Removal. All officers shall be elected or appointed by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors. The Chairman of the Board of Directors, if any, shall be elected or appointed from among the members of the Board of Directors. Each officer shall hold office until his or her successor has been elected or appointed and qualified or his or her earlier death or resignation or removal in the manner hereinafter provided. The Board of Directors may require any officer to give security for the faithful performance of his or her duties.

          Any officer may resign at any time by giving written notice to the President or the Secretary of the Corporation, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified

therein, at the time it is accepted by action of the Board of Directors. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

          All officers and agents elected or appointed by the Board of Directors shall be subject to removal at any time by the Board of Directors with or without cause.

          SECTION 4.04. Vacancies. If an office becomes vacant for any reason, the Board of Directors shall fill such vacancy. Any officer so appointed or elected by the Board of Directors shall serve only until such time as the unexpired term of his or her predecessor shall have expired unless reelected or reappointed by the Board of Directors.

          SECTION 4.05. Chairman of the Board of Directors. If there shall be a Chairman of the Board of Directors, he or she shall preside at meetings of the Board of Directors and of the stockholders at which he or she is present, and shall give counsel and advice to the Board of Directors and the officers of the Corporation on all subjects touching the welfare of the Corporation and the conduct of its business. He or she shall perform such other duties as the Board of Directors may from time to time determine. Except as otherwise provided by resolution of the Board of Directors he or she shall be ex officio a member of all committees of the Board of Directors.

          SECTION 4.06. The President. The President shall be the Chief Executive Officer of the Corporation and, unless the Chairman of the Board of Directors be present or the Board of Directors has provided otherwise by resolution, he or she shall preside at all meetings of the Board of Directors and the stockholders at which he or she is present except, in the case of a meeting of the Board of Directors, if the President is not a member of the Board of Directors at such time. He or she shall have general and active management and control of the business and affairs of the Corporation subject to the

control of the Board of Directors and the Executive Committee, if any, and shall see that all orders and resolutions of the Board of Directors and the Executive Committee, if any, are carried into effect.

          SECTION 4.07. Vice Presidents. The Vice President of the Corporation, if any, or if there be more than one, the Vice Presidents in the order of their seniority or in any other order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as the Board of Directors or the President shall prescribe.

          SECTION 4.08. The Secretary. The Secretary of the Corporation shall, to the extent practicable, attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall perform such duties. He or she shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of the Treasurer or an Assistant Secretary or Assistant Treasurer. He or she shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board of Directors may direct and shall perform all other duties as from time to time may be

assigned to him or her by the Chairman of the Board of Directors, the President or the Board of Directors.

          SECTION 4.09. Assistant Secretaries. The Assistant Secretary of the Corporation, if any, or if there be more than one, the Assistant Secretaries in order of their seniority or in any other order determined by the Board of Directors shall, in the absence or disability of the Secretary of the Corporation, perform the duties and exercise the powers of the Secretary of the Corporation and shall perform such other duties as the Board of Directors or the Secretary of the Corporation shall prescribe.

          SECTION 4.10. The Treasurer. The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects to the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

          SECTION 4.11. Assistant Treasurers. The Assistant Treasurer of the Corporation, if any, or if there be more than one, the Assistant Treasurers in the order of their seniority or in any other order determined by the Board of Directors, shall in the

absence or disability of the Treasurer perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Board of Directors or the Treasurer shall prescribe.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, etc.

          SECTION 5.01. Execution of Documents. The Board of Directors shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation; and, unless so designated or expressly authorized by these By-laws, no officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

          SECTION 5.02. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board of Directors or Treasurer or any other officer of the Corporation to whom power in this respect shall have been given by the Board of Directors shall select.

          SECTION 5.03. Proxies in Respect of Stock or Other Securities of Other Corporations. The Board of Directors shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the

Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities; such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights.

ARTICLE VI

Shares and Their Transfer; Fixing Record Date

          SECTION 6.01. Certificates for Shares. Every owner of stock of the Corporation shall be entitled to have a certificate certifying the number and class of shares owned by him or her in the Corporation, which shall otherwise be in such form as shall be prescribed by the Board of Directors. Certificates of each class shall be issued in consecutive order and shall be numbered in the order of their issue, and shall be signed by, or in the name of the Corporation by the Chairman of the Board of Directors, the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation.

          SECTION 6.02. Record. A record in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancelation, the date of cancelation (such record, the “stock record”). Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

          SECTION 6.03. Registration of Stock. Registration of transfers of shares of the Corporation shall be made only on the books of the Corporation upon request of the registered holder thereof, or of his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed.

          SECTION 6.04. Addresses of Stockholders. Each stockholder shall designate to the Secretary of the Corporation an address at which notices of meetings and all other corporate notices may be served or mailed to him or her, and, if any stockholder shall fail to designate such address, corporate notices may be served upon him or her by mail directed to him or her at his or her post office address, if any, as the same appears on the share record books of the Corporation or at his or her last known post office address.

          SECTION 6.05. Lost, Destroyed and Mutilated Certificates. The Board of Directors or a committee designated thereby with power so to act may, in its discretion, cause to be issued a new certificate or certificates for stock of the Corporation in place of any certificate issued by it and reported to have been lost, destroyed or mutilated, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board of Directors or such committee may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representative to give the Corporation a bond in such sum and with such surety or sureties as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

          SECTION 6.06. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates for stock of the Corporation.

          SECTION 6.07. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 50 nor less than 10 days before the date of such meeting, nor more than 50 days prior to any other action. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE VII

Fiscal Year

          The fiscal year of the Corporation shall end on the 31st day of December in each year unless changed by resolution of the Board of Directors.

ARTICLE VIII

Indemnification and Insurance

          SECTION 8.01. Indemnification. (a) (i) Any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or

she, his or her testator or intestate is or was a director, officer, employee or agent of the Corporation or any corporation which consolidated or merged or consolidates or merges with or into the Corporation and which if its separate existence had continued would have had power and authority to indemnify such person (a “Predecessor”), shall be indemnified by the Corporation to the fullest extent by applicable law and (ii) any person made, or threatened to be made, a party to such an action, suit or proceeding, by reason of the fact that he or she, his or her testator or intestate is or was serving as a director, officer, employee or agent at the request of the Corporation or a Predecessor, of any other corporation or any partnership, joint venture, trust or other enterprise (an “Affiliate”), shall, be indemnified by the Corporation to the fullest extent by applicable law, in each case, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, or in connection with any appeal therein; provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, Predecessor or Affiliate, as the case may be, or with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct unlawful; except, in the case of an action, suit or proceeding by or in the right of the Corporation or a Predecessor in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such director, officer, employee or agent is liable for negligence or misconduct in the performance of his or her duties, unless a court of competent jurisdiction shall determine that, despite such adjudication, such person is fairly and reasonably entitled to indemnification.

          (b) Without limitation of any right conferred by paragraph (a) of this Section 8.01, (i) any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, his or her testator or intestate is or was a director, officer, employee or agent of the Corporation or a Predecessor and is or was serving as a fiduciary of, or otherwise rendering services to, any employee benefit plan of, or relating to the Corporation or a Predecessor, shall be indemnified by the Corporation to the fullest extent by applicable law, and (ii) any person made, or threatened to be made, a party to such an action, suit or proceeding, by reason of the fact that he or she, his or her testator or intestate is or was serving as a director, officer, employee or agent at the request of the Corporation or an Affiliate, and is or was serving as a fiduciary of, or otherwise rendering services to, any employee benefit plan of, or relating to such Affiliate, shall be indemnified by the Corporation to the fullest extent by applicable law, in each case, against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, or in connection with any appeal therein; provided that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, Predecessor or Affiliate, as the case may be, or with respect to a criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except in the case of an action, suit or proceeding by or in the right of the Corporation or a Predecessor in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such director, officer, employee or agent is liable for negligence or

misconduct in the performance of his or her duties, unless a court of competent jurisdiction shall determine that, despite such adjudication, such person is fairly and reasonably entitled to indemnification.

          (c) The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any director, officer, employee or agent may be entitled or of any power of the Corporation apart from the provisions of this Section 8.01.

          SECTION 8.02. Insurance for Indemnification. The Corporation may purchase and maintain insurance for the indemnification of the Corporation, a Predecessor or an Affiliate, and the directors, officers, employees and agents of the Corporation, a Predecessor or an Affiliate, to the full extent and in the manner permitted by the applicable laws of the United States and the State of Delaware from time to time in effect.

ARTICLE IX

Waiver of Notice

          Whenever any notice whatever is required to be given by these By-laws or the Certificate of Incorporation of the Corporation or the laws of the State of Delaware, the person entitled thereto may, in person or by attorney thereunto authorized, in writing or by telegraph, cable or other form of recorded communication, waive such notice, whether before or after the meeting or other matter in respect of which such notice is given, and in such event such notice need not be given to such person and such waiver shall be deemed equivalent to such notice.

ARTICLE X

Amendments

          Any By-law (including these By-laws) may be adopted, amended or repealed by the Board of Directors in any manner not inconsistent with the laws of the State of Delaware or the Certificate of Incorporation of the Corporation.

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

          The Supplemental Indenture (this “Supplemental Indenture”), is entered into as of November 15, 2010, among UHS Escrow Corporation, a Delaware corporation (the “Escrow Issuer”), Universal Health Services, Inc. (the “Company” or “Successor”), each of the guarantors that is a subsidiary of the Company (the “UHS Subsidiary Guarantors”), the Subsidiary Guarantors that are subsidiaries of Psychiatric Solutions, Inc. (together with Psychiatric Solutions, Inc., the “PSI Guarantors,” and collectively with the UHS Subsidiary Guarantors, the “Subsidiary Guarantors”) and Union Bank, N.A. (the “Trustee”), as Trustee under the Indenture referred to below.

W I T N E S S E T H

          WHEREAS, the Escrow Issuer and the Trustee entered into that certain Indenture (the “Indenture”), dated as of September 29, 2010, providing for the issuance of 7% Senior Notes due 2018 (the “Notes”);

          WHEREAS, the Escrow Issuer and the Successor have executed definitive documentation, which provides for the merger of the Escrow Issuer with and into Successor (the “Merger”), with Successor continuing its existence under Delaware law;

          WHEREAS, the Merger shall become effective upon the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware;

          WHEREAS, Section 5.1 of the Indenture provides, among other things, that Escrow Issuer shall not be prevented from merging with or into Successor;

          WHEREAS, Section 9.1 of the Indenture provides that the Escrow Issuer, the Company, the Subsidiary Guarantors and the Trustee may, without the consent of the Holders of Notes, enter into a supplemental indenture for the purposes of evidencing the succession of another Person to the Escrow Issuer;

          WHEREAS, each of the Escrow Issuer, Successor and the Subsidiary Guarantors have been duly authorized to enter into this Supplemental Indenture; and

          WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

          NOW THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Escrow Issuer, Successor, the Subsidiary Guarantors and the Trustee hereby agree as follows:

ARTICLE 1

Definitions

          1.1 Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

ARTICLE 2

          Representations of Escrow Issuer, Successor and Subsidiary Guarantors

          2.1 Each of the Escrow Issuer and Successor represents and warrants to the Trustee as follows:

          (a) It is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

          (b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

          2.2 Each of the Subsidiary Guarantors represents and warrants to the Trustee as follows:

          (a) It is duly organized, validly existing and in good standing under its jurisdiction of organization.

          (b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate or limited liability company action.

          2.3 Each of the Escrow Issuer and Successor represents and warrants to the Trustee that upon the filing and acceptance for record of the Certificate of Ownership and Merger by the Secretary of State of the State of Delaware or at such other time thereafter as is provided in the Certificate of Ownership and Merger (the “Merger Effective Time”), the Merger will be effective in accordance with the definitive documentation providing for the Merger and Delaware law.

ARTICLE 3

Assumption and Agreement of Successor

          3.1 In accordance with Sections 5.1 and 9.1 of the Indenture, Successor hereby expressly assumes all of the obligations of Escrow Issuer under the Notes and the Indenture and shall enter into the Security Documents. Successor hereby confirms that its obligations under the Registration Rights Agreement shall remain in full force and effect.

          3.2 Successor shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture and the Notes with the same effect as if Successor had been named as “Issuer” in the Indenture and the Notes; and thereafter the Escrow Issuer shall be fully released from its obligations under the Indenture and the Notes.

          3.3 In accordance with Section 5.1 of the Indenture, each Subsidiary Guarantor hereby confirms that its Guarantee shall apply to Successor’s obligation under the Indenture and the Notes and that it shall enter into the Security Documents. Each Subsidiary Guarantor confirms that its obligations under the Registration Rights Agreement shall remain in full force and effect.

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ARTICLE 4

Miscellaneous

          4.1 This Supplemental Indenture shall become effective as of the Merger Effective Time.

          4.2 This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

          4.3 In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

          4.4 Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

          4.5 The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

          4.6 The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[Signature page follows]

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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

UHS ESCROW CORPORATION, as Issuer
By	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UNIVERSAL HEALTH SERVICES, INC.
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Senior Vice President

AIKEN REGIONAL MEDICAL CENTERS, INC. ASSOCIATED CHILD CARE EDUCATIONAL SERVICES, INC. AUBURN REGIONAL MEDICAL CENTER, INC. CCS/LANSING, INC. CHILDREN’S COMPREHENSIVE SERVICES, INC. DEL AMO HOSPITAL, INC. FRONTLINE BEHAVIORAL HEALTH, INC. LANCASTER HOSPITAL CORPORATION MCALLEN MEDICAL CENTER, INC. MERION BUILDING MANAGEMENT, INC. MERRIDELL ACHIEVEMENT CENTER, INC. NORTHWEST TEXAS HEALTHCARE SYSTEM, INC. OAK PLAINS ACADEMY OF TENNESSEE, INC. PARK HEALTHCARE COMPANY PENNSYLVANIA CLINICAL SCHOOLS, INC. RIVER OAKS, INC. SOUTHEASTERN HOSPITAL CORPORATION SPARKS FAMILY HOSPITAL, INC. STONINGTON BEHAVIORAL HEALTH, INC. THE ARBOUR, INC. THE BRIDGEWAY, INC. TURNING POINT CARE CENTER, INC. TWO RIVERS PSYCHIATRIC HOSPITAL, INC. UHS CHILDREN’S SERVICES, INC. UHS HOLDING COMPANY, INC. UHS OF BENTON, INC. UHS OF CORNERSTONE, INC. UHS OF CORNERSTONE HOLDINGS, INC. UHS OF D.C., INC. UHS OF DELAWARE, INC. UHS OF DENVER, INC. UHS OF FAIRMOUNT, INC. UHS OF FULLER, INC. UHS OF GEORGIA, INC. UHS OF GEORGIA HOLDINGS, INC. UHS OF GREENVILLE, INC. UHS OF HAMPTON, INC. UHS OF HARTGROVE, INC. UHS OF LAKESIDE, LLC UHS OF NEW ORLEANS, INC. UHS OF OKLAHOMA, INC. UHS OF PARKWOOD, INC. UHS OF PENNSYLVANIA, INC. UHS OF PROVO CANYON, INC. UHS OF PUERTO RICO, INC. UHS OF RIVER PARISHES, INC. UHS OF SPRING MOUNTAIN, INC. UHS OF TEXOMA, INC. UHS OF TIMBERLAWN, INC. UHS OF TIMPANOGOS, INC. UHS OF WESTWOOD PEMBROKE, INC. UHS OF WYOMING, INC. UHS SAHARA, INC. UHS-CORONA, INC. UNITED HEALTHCARE OF HARDIN, INC. UNIVERSAL HEALTH SERVICES OF PALMDALE, INC. UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC. VALLEY HOSPITAL MEDICAL CENTER, INC. WELLINGTON REGIONAL MEDICAL CENTER, INCORPORATED
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

ALLIANCE HEALTH CENTER, INC. ALTERNATIVE BEHAVIORAL SERVICES, INC. BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC. BHC ALHAMBRA HOSPITAL, INC. BHC BELMONT PINES HOSPITAL, INC. BHC FAIRFAX HOSPITAL, INC. BHC FOX RUN HOSPITAL, INC. BHC FREMONT HOSPITAL, INC. BHC HEALTH SERVICES OF NEVADA, INC. BHC HERITAGE OAKS HOSPITAL, INC. BHC HOLDINGS, INC. BHC INTERMOUNTAIN HOSPITAL, INC. BHC MONTEVISTA HOSPITAL, INC. BHC PINNACLE POINTE HOSPITAL, INC. BHC SIERRA VISTA HOSPITAL, INC. BHC STREAMWOOD HOSPITAL, INC. BRENTWOOD ACQUISITION, INC. BRENTWOOD ACQUISITION-SHREVEPORT, INC. BRYNN MARR HOSPITAL, INC. CANYON RIDGE HOSPITAL, INC. CEDAR SPRINGS HOSPITAL, INC. FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH FIRST HOSPITAL PANAMERICANO, INC. GREAT PLAINS HOSPITAL, INC. H. C. CORPORATION HAVENWYCK HOSPITAL INC. HHC AUGUSTA, INC. HHC CONWAY INVESTMENT, INC. HHC DELAWARE, INC. HHC FOCUS FLORIDA, INC. HHC POPLAR SPRINGS, INC. HHC RIVER PARK, INC. HHC ST. SIMONS, INC. HORIZON HEALTH CORPORATION HSA HILL CREST CORPORATION KIDS BEHAVIORAL HEALTH OF UTAH, INC. LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC. MICHIGAN PSYCHIATRIC SERVICES, INC. NORTH SPRING BEHAVIORAL HEALTHCARE, INC. PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC. PREMIER BEHAVIORAL SOLUTIONS, INC. PSI SURETY, INC. PSYCHIATRIC SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC. RAMSAY YOUTH SERVICES OF GEORGIA, INC. RIVEREDGE HOSPITAL HOLDINGS, INC. SPRINGFIELD HOSPITAL, INC. SUMMIT OAKS HOSPITAL, INC. TEXAS HOSPITAL HOLDINGS, INC. THE PINES RESIDENTIAL TREATMENT CENTER, INC. WINDMOOR HEALTHCARE INC. WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC TENNESSEE CLINICAL SCHOOLS, LLC UHS OF BOWLING GREEN, LLC UHS OF RIDGE, LLC UHS OF ROCKFORD, LLC
By:  Universal Health Services, Inc. Its managing member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Senior Vice President

FORT DUNCAN MEDICAL CENTER, L.P.
By:   Fort Duncan Medical Center, Inc. Its general partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President
By:   UHS of Fairmount, Inc. Its limited partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

FRONTLINE HOSPITAL, LLC FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC
By:   Frontline Behavioral Health, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

KEYS GROUP HOLDINGS LLC
By:   UHS Children Services, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

KEYSTONE/CCS PARTNERS LLC
By:   Children’s Comprehensive Services, Inc. Its Minority Member
By:   KEYS Group Holdings LLC Its Managing Member and sole member of the minority member
By:   UHS Children Services, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

KEYSTONE CONTINUUM, LLC KEYSTONE NPS LLC KEYSTONE RICHLAND CENTER, LLC
By:  Keystone/CCS Partners LLC Its managing member
By:   Children’s Comprehensive Services, Inc. Its minority member
By:   KEYS Group Holdings LLC Its managing member and sole member of the minority member
By:   UHS Children Services, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

KEYSTONE EDUCATION AND YOUTH SERVICES, LLC
By:   KEYS Group Holdings LLC Its managing member
By:   UHS Children Services, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

KEYSTONE MARION, LLC KEYSTONE MEMPHIS, LLC KEYSTONE NEWPORT NEWS, LLC KEYSTONE WSNC, L.L.C.
By:   Keystone Education and Youth Services, LLC Its managing member
By:   KEYS Group Holdings LLC Its managing member
By:   UHS Children Services, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

MANATEE MEMORIAL HOSPITAL, L.P.
By:   Wellington Regional Medical Center, Incorporated Its general partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President
By:   UHS of Pennsylvania, Inc. Its limited partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

MCALLEN HOSPITALS, L.P.
By:   McAllen Medical Center, Inc. Its general partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President
By:   UHS of Georgia Holdings, Inc. Its limited partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

PENDLETON METHODIST HOSPITAL, L.L.C.
By:   UHS of River Parishes, Inc. Its managing member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS KENTUCKY HOLDINGS, L.L.C.
By:   UHS of Delaware, Inc. Its managing member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS OF ANCHOR, L.P. UHS OF LAUREL HEIGHTS, L.P. UHS OF PEACHFORD, L.P.
By:  UHS of Georgia, Inc. Its general partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President
By:   UHS of Georgia Holdings, Inc. Its limited partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS OF CENTENNIAL PEAKS, L.L.C.
By:   UHS of Denver, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS OF DOVER, L.L.C.
By:  UHS of Rockford, LLC Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS OF DOYLESTOWN, L.L.C.
By:   UHS of Pennsylvania, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS OF SALT LAKE CITY, L.L.C.
By:   UHS of Provo Canyon, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS OF SAVANNAH, L.L.C.
By:   UHS of Georgia Holdings, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS OKLAHOMA CITY LLC UHS OF SPRINGWOODS, L.L.C.
By:  UHS of New Orleans, Inc. Its sole member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UHS OF SUMMITRIDGE, LLC
By: UHS of Peachford, L.P, Its managing member
By: UHS of Georgia, Inc. Its general partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

PSYCHIATRIC SOLUTIONS HOSPITALS, LLC
By: Psychiatric Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

KMI ACQUISITION, LLC ROLLING HILLS HOSPITAL, LLC PSJ ACQUISITION, LLC SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC TBD ACQUISITION, LLC
By: Psychiatric Solutions Hospitals, LLC Its Sole Member
By: Psychiatric Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

ATLANTIC SHORES HOSPITAL, L.L.C. EMERALD COAST BEHAVIORAL HOSPITAL, LLC OCALA BEHAVIORAL HEALTH, LLC PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC
By: Premier Behavioral Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.
By: Palmetto Behavioral Health Holdings, LLC Its Sole Member
By: Premier Behavioral Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C.
By: Palmetto Behavioral Health System, L.L.C. Its Sole Member
By: Palmetto Behavioral Health Holdings, LLC Its Sole Member
By: Premier Behavioral Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

RAMSAY MANAGED CARE, LLC SAMSON PROPERTIES, LLC TBJ BEHAVIORAL CENTER, LLC THREE RIVERS HEALTHCARE GROUP, LLC ZEUS ENDEAVORS, LLC WEKIVA SPRINGS CENTER, LLC
By: Premier Behavioral Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

SP BEHAVIORAL, LLC UNIVERSITY BEHAVIORAL, LLC
By: Ramsay Managed Care, LLC Its Sole Member
By: Premier Behavioral Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

THREE RIVERS BEHAVIORAL HEALTH, LLC
By: Three Rivers Healthcare Group, LLC Its Sole Member
By: Premier Behavioral Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

THE NATIONAL DEAF ACADEMY, LLC
By: Zeus Endeavors, LLC Its Sole Member
By: Premier Behavioral Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

WILLOW SPRINGS, LLC
By: BHC Health Services of Nevada, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

BHC PROPERTIES, LLC
By: Behavioral Healthcare LLC Its Sole Member
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

BHC MESILLA VALLEY HOSPITAL
By: BHC Properties, LLC Its Sole Member
By: Behavioral Healthcare LLC Its Sole Member
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC
By: BHC Properties, LLC Its Sole Member
By: Behavioral Healthcare LLC Its Sole Member
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

HOLLY HILL HOSPITAL, LLC
By: Behavioral Healthcare LLC Its Sole Member
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

CUMBERLAND HOSPITAL PARTNERS, LLC
By: BHC Properties, LLC Its Sole Member
By: Behavioral Healthcare LLC Its Sole Member
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

CUMBERLAND HOSPITAL, LLC
By: Cumberland Hospital Partners, LLC Its Managing Member
By: BHC Properties, LLC Its Minority Member and Sole Member of the Managing Member
By: Behavioral Healthcare LLC Its Sole Member
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARTNERS, LLC NORTHERN INDIANA PARTNERS, LLC VALLE VISTA HOSPITAL PARTNERS, LLC
By: Behavioral Healthcare LLC Its Sole Member
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

VALLE VISTA, LLC
By: BHC of Indiana, General Partnership Its Sole Member
By: Columbus Hospital Partners, LLC Its General Partner
By: Lebanon Hospital Partners, LLC Its General Partner
By: Northern Indiana Partners, LLC Its General Partner
By: Valle Vista Hospital Partners, LLC Its General Partner
By: Behavioral Healthcare LLC The Sole Member of each of the above General Partners
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC
By: Wellstone Holdings, Inc. Its Minority Member
By: Behavioral Healthcare LLC Its Managing Member and Sole Member of the Minority Member
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

BEHAVIORAL HEALTHCARE, LLC
By: BHC Holdings, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

HORIZON HEALTH HOSPITAL SERVICES, LLC HORIZON MENTAL HEALTH MANAGEMENT, LLC SUNSTONE BEHAVIORAL HEALTH, LLC
By: Horizon Health Corporation Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

KINGWOOD PINES HOSPITAL, LLC HHC PENNSYLVANIA, LLC TOLEDO HOLDING CO., LLC
By: Horizon Health Hospital Services, LLC Its Sole Member
By: Horizon Health Corporation Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

HICKORY TRAIL HOSPITAL, L.P. NEURO INSTITUTE OF AUSTIN, L.P. TEXAS CYPRESS CREEK HOSPITAL, L.P. TEXAS LAUREL RIDGE HOSPITAL, L.P. TEXAS SAN MARCOS TREATMENT CENTER, L.P. TEXAS WEST OAKS HOSPITAL, L.P.
By: Texas Hospital Holdings, LLC Its General Partner
By: Psychiatric Solutions Hospitals, LLC Its Sole Member
By: Psychiatric Solutions, Inc. Its Sole Member
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President
By: Texas Hospital Holdings, Inc. Its Limited Partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

SHC-KPH, LP
 

By: HHC Kingwood Investment, LLC
Its General Partner  

By: Kingwood Pines Hospital, LLC
Its Limited partner  

By: Horizon Health Hospital Services, LLC

The Sole Member of the above Limited and General Partner  

By:  Horizon Health Corporation
Its sole member  

By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

H.C. PARTNERSHIP
By: H.C. Corporation Its General Partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President
By: HSA Hill Crest Corporation Its General Partner
By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

BHC OF INDIANA, GENERAL PARTNERSHIP
 

By: Columbus Hospital Partners, LLC
Its General Partner  

By: Lebanon Hospital Partners, LLC
Its General Partner  

By: Northern Indiana Partners, LLC
Its General Partner  

By: Valle Vista Hospital Partners, LLC
Its General Partner  

By: BHC Healthcare, LLC
The Sole Member of each of the above General Partners  

By: BHC Holdings, Inc.
Its Sole Member  

By:	/s/ Steve Filton
	Name:	Steve Filton
	Title:	Vice President

UNION BANK, N.A., as Trustee
By:	/s/ Eva Aryeetey
	Name:	Eva Aryeetey
	Title:	Vice President